UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2018
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______________________ to _________________
Commission file number 001-35492
ALEXANDER & BALDWIN, INC.
(Exact name of registrant as specified in its charter)
Hawai`i
45-4849780
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
P. O. Box 3440, Honolulu, Hawai`i
822 Bishop Street, Honolulu, Hawai`i
(Address of principal executive offices)
9680l
96813
(Zip Code)
(808) 525-6611
(Registrant's telephone number, including area code)
N/A
(Former name, former address, and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x   No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o  (Do not check if a smaller reporting company)
Smaller reporting company o
Emerging growth company o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x
Number of shares of common stock outstanding as of March 31, 2018 :     71,952,944
 



ALEXANDER & BALDWIN, INC.
FORM 10-Q
For the Quarterly Period Ended March 31, 2018

TABLE OF CONTENTS

 
Page
PART I. FINANCIAL INFORMATION
 
Item 1.
 
 
 
 
Condensed Consolidated Statements of Operations  - Three Months Ended March 31, 2018 and 2017
 
 
 
Condensed Consolidated Statements of Comprehensive Income (Loss)  - Three Months Ended March 31, 2018 and 2017
 
 
 
Condensed Consolidated Balance Sheets  - As of March 31, 2018 and December 31, 2017
 
 
 
Condensed Consolidated Statements of Cash Flows  - Three Months Ended March 31, 2018 and 2017
 
 
 
Condensed Consolidated Statements of Equity  - Three Months Ended March 31, 2018 and 2017
 
 
 
Item 2.
 
Item 3.
 
Item 4.
 
 
 
 
 
 
PART II. OTHER INFORMATION
 
Item 1.
 
Item 2.
 
Item 3.
 
Item 4.
 
Item 5.
 
Item 6.
 
 
 




PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts) (Unaudited)
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Operating Revenue:
 
 
 
 
Commercial Real Estate
 
$
35.2

 
$
33.7

Land Operations
 
29.3

 
11.0

Materials & Construction
 
48.8

 
48.5

Total operating revenue
 
113.3

 
93.2

Operating Costs and Expenses:
 
 
 
 
Cost of Commercial Real Estate
 
18.6

 
18.8

Cost of Land Operations
 
29.8

 
8.4

Cost of Materials & Construction
 
42.9

 
39.1

Selling, general and administrative
 
15.0

 
14.7

REIT evaluation/conversion costs
 
—

 
4.8

Total operating costs and expenses
 
106.3

 
85.8

Operating Income (Loss)
 
7.0

 
7.4

Income (loss) related to joint ventures
 
(2.6
)
 
1.3

Reductions in solar investments, net
 
(0.1
)
 
(2.0
)
Interest and other income (expense), net (Note 2)
 
(0.7
)
 
0.3

Interest expense
 
(8.4
)
 
(6.2
)
Income (Loss) from Continuing Operations Before Income Taxes and Net Gain (Loss) on Sale of Improved Properties and Ground Leased Land
 
(4.8
)
 
0.8

Income tax benefit (expense)
 
2.7

 
0.8

Income (Loss) from Continuing Operations Before Net Gain (Loss) on Sale of Improved Properties and Ground Leased Land
 
(2.1
)

1.6

Net gain (loss) on the sale of improved properties and ground leased land
 
49.6

 
3.0

Income (Loss) from Continuing Operations
 
47.5

 
4.6

Income (loss) from discontinued operations, net of income taxes
 
(0.1
)
 
2.4

Net Income (Loss)
 
47.4

 
7.0

Income attributable to noncontrolling interest
 
(0.1
)
 
(0.7
)
Net Income (Loss) Attributable to A&B Shareholders
 
$
47.3

 
$
6.3

 
 
 
 
 
Basic Earnings (Loss) Per Share of Common Stock:
 
 
 
 
Continuing operations available to A&B shareholders
 
$
0.71

 
$
0.09

Discontinued operations available to A&B shareholders
 
—

 
0.05

Net income (loss) available to A&B shareholders
 
$
0.71

 
$
0.14

Diluted Earnings (Loss) Per Share of Common Stock:
 

 
 
Continuing operations available to A&B shareholders
 
$
0.66

 
$
0.09

Discontinued operations available to A&B shareholders
 
—

 
0.05

Net income (loss) available to A&B shareholders
 
$
0.66

 
$
0.14

 
 

 
 
Weighted-Average Number of Shares Outstanding:
 

 
 
Basic
 
66.4

 
49.1

Diluted
 
72.2

 
49.6

 
 


 
 
Amounts Available to A&B Shareholders (Note 4):
 


 
 
Continuing operations available to A&B shareholders, net of income taxes
 
$
47.4

 
$
4.4

Discontinued operations available to A&B shareholders, net of income taxes
 
(0.1
)
 
2.4

Net income (loss) available to A&B shareholders
 
$
47.3

 
$
6.8

See Notes to Condensed Consolidated Financial Statements.

1


ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions) (Unaudited)
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Net Income (Loss)
 
$
47.4

 
$
7.0

Other Comprehensive Income (Loss), net of tax:
 
 
 
 
Unrealized interest rate hedging gain (loss)
 
1.8

 
—

Reclassification adjustment for interest expense included in net income or loss
 
—

 
0.2

Defined benefit pension plans:
 
 
 
 
Amortization of net loss included in net periodic pension cost
 
1.0

 
1.2

Amortization of prior service credit included in net periodic pension cost
 
(0.2
)
 
(0.3
)
Income taxes related to other comprehensive income
 
(0.7
)
 
(0.4
)
Other comprehensive income (loss), net of tax
 
1.9

 
0.7

Comprehensive Income (Loss)
 
49.3

 
7.7

Comprehensive income (loss) attributable to noncontrolling interest
 
(0.1
)
 
(0.7
)
Comprehensive Income (Loss) Attributable to A&B Shareholders
 
$
49.2

 
$
7.0

See Notes to Condensed Consolidated Financial Statements.

2


ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions) (Unaudited)
 
March 31,
2018
 
December 31, 2017
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
26.5

 
$
68.9

Accounts receivable, net
37.5

 
34.1

Contracts retention
12.7

 
13.2

Costs and estimated earnings in excess of billings on uncompleted contracts
16.2

 
20.2

Inventories
29.6

 
31.9

Real estate held for sale
15.6

 
67.4

Income tax receivable
25.7

 
27.7

Prepaid expenses and other assets
14.7

 
11.4

Total current assets
178.5

 
274.8

Investments in Affiliates
397.0

 
401.7

Real Estate Developments
142.0

 
151.0

Property – Net
1,317.6

 
1,147.5

Intangible Assets – Net
80.5

 
46.9

Deferred Tax Asset
18.6

 
16.5

Goodwill
102.3

 
102.3

Restricted Cash
17.1

 
34.3

Other Assets
57.1

 
56.2

Total assets
$
2,310.7

 
$
2,231.2

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Notes payable and current portion of long-term debt
$
42.8

 
$
46.0

Accounts payable
32.6

 
43.3

Billings in excess of costs and estimated earnings on uncompleted contracts
3.9

 
5.7

Accrued interest
5.4

 
6.5

Deferred revenue
3.0

 
0.9

Indemnity holdback related to Grace acquisition
9.3

 
9.3

HC&S cessation-related liabilities
4.4

 
4.6

Accrued dividends
—

 
783.0

Accrued and other liabilities
21.9

 
27.5

Total current liabilities
123.3

 
926.8

Long-term Liabilities:
 
 
 
Long-term debt
795.8

 
585.2

Accrued pension and post-retirement benefits
20.1

 
19.9

Other non-current liabilities
38.3

 
40.2

Total long-term liabilities
854.2

 
645.3

Total liabilities
977.5

 
1,572.1

Commitments and Contingencies (Note 3)

 

Redeemable Noncontrolling Interest
8.0

 
8.0

Equity:
 
 
 
Common stock
1,789.4

 
1,161.7

Accumulated other comprehensive loss
(40.4
)
 
(42.3
)
Distributions in excess of accumulated earnings
(428.4
)
 
(473.0
)
Total A&B shareholders' equity
1,320.6

 
646.4

Noncontrolling interest
4.6

 
4.7

Total equity
1,325.2

 
651.1

Total liabilities and equity
$
2,310.7

 
$
2,231.2

See Notes to Condensed Consolidated Financial Statements.

3


ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions) (Unaudited)
 
Three Months Ended March 31,
 
2018
 
2017
Cash Flows from Operating Activities:
 
 
 
Net income (loss)
$
47.4

 
$
7.0

Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:

 

Depreciation and amortization
10.2

 
10.5

Deferred income taxes
(2.7
)
 
0.8

Gains on asset transactions, net of asset write-downs
(50.0
)
 
(7.9
)
Share-based compensation expense
1.3

 
1.1

Investments in affiliates, net of distributions
4.8

 
7.8

Changes in operating assets and liabilities:

 

Trade, contracts retention, and other receivables
(4.2
)
 
4.2

Costs and estimated earnings in excess of billings on uncompleted contracts - net
2.1

 
(2.8
)
Inventories
2.3

 
15.2

Prepaid expenses, income tax receivable and other assets
(1.4
)
 
(2.8
)
Accrued pension and post-retirement benefits
1.1

 
0.3

Accounts payable
(8.7
)
 
(3.2
)
Accrued and other liabilities
(8.6
)
 
(38.2
)
Real estate inventory sales (real estate developments held for sale)
22.1

 
2.3

Expenditures for real estate inventory (real estate developments held for sale)
(7.2
)
 
(4.9
)
Net cash provided by (used in) operations
8.5

 
(10.6
)
 
 
 
 
Cash Flows from Investing Activities:
 
 
 
Capital expenditures for acquisitions
(194.7
)
 
—

Capital expenditures for property, plant and equipment
(12.7
)
 
(6.1
)
Proceeds from disposal of property and other assets
155.4

 
8.0

Payments for purchases of investments in affiliates and other investments
(9.2
)
 
(14.5
)
Proceeds from investments in affiliates and other investments
5.1

 
0.6

Net cash provided by (used in) investing activities
(56.1
)
 
(12.0
)
 
 
 
 
Cash Flows from Financing Activities:
 
 
 
Proceeds from issuance of long-term debt
504.1

 
57.0

Payments of long-term debt and deferred financing costs
(355.7
)
 
(19.0
)
Borrowings (payments) on line-of-credit agreement, net
(2.3
)
 
6.9

Distribution to noncontrolling interests
—

 
(0.2
)
Cash dividends paid
(156.6
)
 
(3.4
)
Proceeds from issuance (repurchase) of capital stock and other, net
(1.5
)
 
(4.0
)
Net cash provided by (used in) financing activities
(12.0
)
 
37.3

 
 
 
 
Cash, Cash Equivalents and Restricted Cash:
 
 
 
Net increase (decrease) in cash, cash equivalents, and restricted cash
(59.6
)
 
14.7

Balance, beginning of period
103.2

 
12.3

Balance, end of period
$
43.6

 
$
27.0


4


Other Cash Flow Information:
 
 
 
Interest paid, net of capitalized interest
$
(9.4
)
 
$
(8.6
)
Income taxes paid
$
—

 
$
(0.3
)
 
 
 
 
Noncash Investing and Financing Activities:
 
 
 
Uncollected proceeds from disposal of equipment
$
—

 
$
4.4

Capital expenditures included in accounts payable and accrued expenses
$
1.2

 
$
1.5

Fair value of loan assumed in connection with acquisition
$
61.0

 
$
—

Issuance of shares for stock dividend
$
626.4

 
$
—

 
 
 
 
Reconciliation of cash, cash equivalents and restricted cash:
 
 
 
Beginning of the period
 
 
 
Cash and cash equivalents
$
68.9

 
$
2.2

Restricted cash
34.3

 
10.1

Cash, cash equivalents and restricted cash
$
103.2

 
$
12.3

 
 
 
 
End of the period
 
 
 
Cash and cash equivalents
$
26.5

 
$
15.3

Restricted cash
17.1

 
11.7

Cash, cash equivalents and restricted cash
$
43.6

 
$
27.0

See Notes to Condensed Consolidated Financial Statements.

5


ALEXANDER & BALDWIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Three Months Ended March 31, 2018 and 2017
(In millions) (Unaudited)
 
Total Equity
 
 
 
 




(Distributions
 

 
 
 
 
 
 

Accumulated
in Excess of
 

 
 
 
Redeem-
 
 
Common
Other
Accumulated
 

 
 
 
able
 
 
Stock
Compre-
Earnings)
 
Non-
 
 
 
Non-
 
 


Stated
hensive
Retained
 
Controlling
 
 
 
Controlling
 
 
Shares

Value
 
Loss
 
Earnings
 
Interest
 
Total
 
Interest
Balance, January 1, 2017
 
49.0

 
$
1,157.3

 
$
(43.2
)
 
$
95.2

 
$
3.9

 
$
1,213.2

 
$
10.8

Net income (loss)
 
—

 
—

 
—

 
6.3

 
0.2

 
6.5

 
0.5

Other comprehensive income, net of tax
 
—

 
—

 
0.7

 
—

 
—

 
0.7

 
—

Dividends on common stock ($0.07 per share)
 
—

 
—

 
—

 
(3.4
)
 
—

 
(3.4
)
 
—

Distributions to noncontrolling interest
 
—

 
—

 
—

 
—

 
(0.2
)
 
(0.2
)
 
—

Adjustments to redemption value of redeemable noncontrolling interest
 
—

 
—

 
—

 
0.5

 
—

 
0.5

 
(0.5
)
Share-based compensation
 
—

 
1.1

 
—

 
—

 
—

 
1.1

 
—

Shares issued or repurchased, net
 
0.1

 
(0.7
)
 
—

 
(3.2
)
 
—

 
(3.9
)
 
—

Balance, March 31, 2017
 
49.1

 
$
1,157.7

 
$
(42.5
)
 
$
95.4

 
$
3.9

 
$
1,214.5

 
$
10.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Equity
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
Redeem-
 
 
Common
 
Other
 
Distributions
 
 
 
 
 
able
 
 
Stock
 
Compre-
 
in Excess of
 
Non-
 
 
 
Non-
 
 
 
 
Stated
 
hensive
 
Accumulated
 
Controlling
 
 
 
Controlling
 
 
Shares
 
Value
 
Loss
 
Earnings
 
Interest
 
Total
 
Interest
Balance, January 1, 2018
 
49.3

 
$
1,161.7

 
$
(42.3
)
 
$
(473.0
)
 
$
4.7

 
$
651.1

 
$
8.0

Net income (loss)
 
—

 
—

 
—

 
47.3

 
(0.1
)
 
47.2

 
0.2

Impact of adoption of ASU 2014-09
 
—

 
—

 
—

 
(1.4
)
 
—

 
(1.4
)
 
—

Other comprehensive income, net of tax
 
—

 
—

 
1.9

 
—

 
—

 
1.9

 
—

Stock dividend ($11.65 per share)
 
22.6

 
626.4

 
—

 
—

 
—

 
626.4

 
—

Adjustments to redemption value of redeemable noncontrolling interest
 
—

 
—

 
—

 
0.2

 
—

 
0.2

 
(0.2
)
Share-based compensation
 
—

 
1.3

 
—

 
—

 
—

 
1.3

 
—

Shares issued or repurchased, net
 
0.1

 
—

 
—

 
(1.5
)
 
—

 
(1.5
)
 
—

Balance, March 31, 2018
 
72.0

 
$
1,789.4

 
$
(40.4
)
 
$
(428.4
)
 
$
4.6

 
$
1,325.2

 
$
8.0

See Notes to Condensed Consolidated Financial Statements.

6


Alexander & Baldwin, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1.
DESCRIPTION OF BUSINESS
Alexander & Baldwin, Inc. ("A&B" or the "Company") is headquartered in Honolulu and operates three segments: Commercial Real Estate ("CRE"); Land Operations; and Materials & Construction ("M&C"). In the fourth quarter of 2017, the Company completed a conversion process to comply with the requirements to be treated as a real estate investment trust ("REIT") commencing with the taxable year ended December 31, 2017.

On November 16, 2017, the Company declared a special distribution to its shareholders in the aggregate amount of $783.0 million (approximately $15.92 per share) (the "Special Distribution") in connection with its conversion to a REIT. On January 23, 2018, the Company completed the Special Distribution to shareholders in the form of  $156.6 million  of cash dividends and issuance of $626.4 million of common shares. As of March 31, 2018 , the Company had 72.0 million shares outstanding.
2.     BASIS OF PRESENTATION
The interim condensed consolidated financial statements are unaudited. Because of the nature of the Company's operations, the results for interim periods are not necessarily indicative of results to be expected for the year. While these condensed consolidated financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. Therefore, the interim condensed consolidated financial statements should be read in conjunction with the consolidated balance sheets as of December 31, 2017 and 2016 , and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2017 and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2017 (" 2017 Form 10-K"), and other subsequent filings with the U.S. Securities and Exchange Commission.
Reclassifications: Certain amounts in the Company's prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation. In connection with the adoption of Accounting Standards Update ("ASU") 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , transfers to or from restricted cash which have previously been shown in the Company's investing activities section of the condensed consolidated statements of cash flows are now required to be shown as part of the total change in cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows. This change resulted in a decrease in cash flows used in investing activities of $1.6 million during the three months ended March 31, 2017.
Rounding: Amounts in the condensed consolidated financial statements and notes are rounded to the nearest tenth of a million. Accordingly, a recalculation of some per-share amounts and percentages, if based on the reported data, may result in differences.
Significant Accounting Policies:  The Company's significant accounting policies are described in Note 2 to the consolidated financial statements included in Item 8 of the Company's 2017 Form 10-K. Changes to significant accounting policies are included herein.
Revenue recognition
Sources of revenue for the Company primarily include sales of real estate, commercial property rentals, material sales, paving construction projects, and real estate development projects. The Company generates revenue from three distinct business segments:
Commercial Real Estate: The Commercial Real Estate segment owns, operates, leases, and manages a portfolio of retail, office, and industrial properties in Hawai`i and on the Mainland; it also leases urban land in Hawai`i to third-party lessees. Commercial Real Estate revenue is recognized on a straight-line basis over the term of the corresponding lease. Also included in rental revenues are certain tenant reimbursements and percentage rents determined in accordance with the terms of the lease. The Company records revenue for real estate taxes paid by its tenants for commercial properties with an offsetting expense in Cost of Commercial Real Estate in the accompanying condensed consolidated statement of operations, as the Company has concluded it is the primary obligor.

7


Land Operations: Revenues from sales of real estate are recognized at the point in time when control of the underlying goods is transferred to the customer and the payment is due (generally on the closing date). For certain development projects the Company will use a percentage of completion for revenue recognition. Under this method, the amount of revenue recognized is based on the development costs that have been incurred throughout the reporting period as a percentage of total expected developments associated with the development project.
Materials & Construction: Revenue from the Materials & Construction segment is primarily generated from material sales and paving and construction contracts. The recognition of revenue is based on the underlying terms of the transactions.
Materials : Revenues from material sales, which include basalt aggregate, liquid asphalt and hot mix asphalt, are usually recognized at a point in time when control of the underlying goods is transferred to the customers (generally this occurs when materials are picked up by customers or their agents) and when the Company has a present right to payment for materials sold.
Construction : The Company's construction contracts generally contain a single performance obligation as the promise to transfer individual goods or services are not separately identifiable from other promises in the contracts and is, therefore, not distinct. Revenue is earned from construction contracts over a period of time as control is continuously transferred to customers.
Construction contracts can generally be categorized into two types of contracts with customers based on the respective payment terms; either lump sum or unit priced. Lump sum contracts require the total amount of work be performed under a single fixed price irrespective of actual quantities or actual costs. Earnings on both unit price contracts and lump sum fixed-price paving contracts are recognized using the percentage of completion, cost-to-cost, input method as it is able to faithfully depict the transfer of control of the underlying assets to the customer. Certain construction contracts include retainage provisions. The balances billed but not paid by customers pursuant to these provisions generally become due upon completion and acceptance of the project work or products by the owners.
The Company deems its contract prices reflective of the standalone selling prices of the underlying goods and services since the contracts are required to go through competitive bidding process. The Company recognizes revenue on a net basis excluding indirect taxes, such as sales tax and value added tax collected from customers and remitted to government authorities.
Interest and other income (expense)
Interest and other income (expense), net is primarily comprised of the non-service cost components of pension and postretirement benefit expense and interest income. For the three months ended March 31, 2018 and 2017 , Interest and other income, net included the following:
 
Three Months Ended March 31,
(in millions)
2018
 
2017
Pension and postretirement benefit expense
$
(0.7
)
 
$
(0.7
)
Interest income
0.1

 
1.0

Other income (expense)
(0.1
)
 
—

Interest and other income (expense), net
$
(0.7
)
 
$
0.3

New accounting pronouncements
In May 2014, Financial Accounting Standards Board (the "FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09") to provide guidance for revenue recognition and has superseded the revenue recognition requirements in FASB Accounting Standards Codification Topic 605, Revenue Recognition , (Topic 605) as well as most industry-specific guidance. Under ASU 2014-09, revenue is recognized when a customer obtains control of the promised goods or services in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.
The Company adopted the provisions of ASU 2014-09 as of January 1, 2018 using the modified retrospective transition method and applied ASU 2014-09 to those contracts that were not completed as of January 1, 2018 and whose revenue was historically accounted for under Topic 605. The cumulative impact of the adoption was a net reduction to other assets and distributions in excess of retained earnings of $1.4 million as of January 1, 2018.
In accordance with ASU 2014-09, the disclosure of the impact of adoption to our condensed consolidated balance sheet was as follows (in millions):


8


 
Balance as of December 31, 2017
 
Impact of adoption
 
Balance as of January 1, 2018
Other Assets
$
56.2

 
$
(1.4
)
 
$
54.8

Distributions in excess of accumulated earnings
$
(473.0
)
 
$
(1.4
)
 
$
(474.4
)

The adoption of ASU 2014-09 did not significantly impact the Company's revenue recognition treatment for its Materials & Construction business segment due to the short term duration of the Company's construction contracts.
The Company's Commercial Real Estate business segment recognizes its revenue under the accounting framework of ASC 840, Leases and is therefore excluded from the scope of ASU 2014-09.
In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The guidance clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including in any interim period for which financial statements have not yet been issued or made available for issuance. The guidance will be applied prospectively to awards modified on or after the adoption date. The adoption of this standard did not have an impact on the Company's financial position or results of operations.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires the identification of arrangements that should be accounted for as leases by lessees. In general, lease arrangements exceeding a twelve month term must now be recognized as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 must be calculated using the applicable incremental borrowing rate at the date of adoption. In addition, ASU 2016-02 requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. ASU 2016-02 is effective for financial statements issued for fiscal years beginning after December 15, 2018. In January 2018, the FASB issued ASU No. 2018-01, which amends the Board's new leasing standard, ASU 2016-02, to provide a transition practical expedient that an entity may elect to apply. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The guidance amends the hedge accounting model in ASC 815 to enable entities to better portray the economics of their risk management activities in the financial statements and enhance the transparency and understandability of hedge results. The amendments expand an entity's ability to hedge nonfinancial and financial risk components and reduce complexity in fair value hedges of interest rate risk. This ASU eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted in any interim period or fiscal year before the effective date. For cash flow and net investment hedges existing at the date of adoption, entities will apply the new guidance using a modified retrospective approach (i.e., with a cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date). The guidance provides transition relief to make it easier for entities to apply certain amendments to existing hedges (including fair value hedges) where the hedge documentation needs to be modified. The presentation and disclosure requirements apply prospectively. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.
In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220) . The guidance permits entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform to retained earnings, giving entities the option to reclassify these amounts rather than require reclassification. The FASB also gave entities the option to apply the guidance retrospectively or in the period of adoption. When adopted, the standard requires all entities to make new disclosures, regardless of whether they elect to reclassify stranded amounts. Entities are required to disclose whether or not they elected to reclassify the tax effects related to the Tax Cuts and Jobs Act of 2017 as well as their policy for releasing income tax effects from accumulated OCI. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Entities are able to early adopt the guidance in any interim or annual period for which financial statements have not yet been issued and apply it either (1) in the period of adoption or (2) retrospectively to each period in which the income tax effects of the Tax Cuts and Jobs Act of 2017 related to items in accumulated OCI are recognized. The

9


Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.

3.
COMMITMENTS AND CONTINGENCIES
Commitments, Guarantees and Contingencies:   Commitments and financial arrangements not recorded on the Company's condensed consolidated balance sheet, excluding lease commitments that are disclosed in Note 9 of the Company's 2017 Form 10-K, included the following (in millions) as of March 31, 2018 :
Standby letters of credit (a)
$
11.8

Bonds (b)
$
462.8

(a) Consists of standby letters of credit, issued by the Company’s lenders under the Company’s revolving credit facilities, and relate primarily to the Company’s real estate activities. In the event the letters of credit are drawn upon, the Company would be obligated to reimburse the issuer of the letter of credit.
(b) Represents bonds related to construction and real estate activities in Hawai`i. Approximately $438.7 million is related to construction bonds issued by third party sureties (bid, performance and payment bonds) and the remainder is related to commercial bonds issued by third party sureties (permit, subdivision, license and notary bonds). In the event the bonds are drawn upon, the Company would be obligated to reimburse the surety that issued the bond.
Indemnity Agreements:  For certain real estate joint ventures, the Company may be obligated under bond indemnities to complete construction of the real estate development if the joint venture does not perform. These indemnities are designed to protect the surety in exchange for the issuance of surety bonds that cover joint venture construction activities, such as project amenities, roads, utilities, and other infrastructure, at its joint ventures. Under the indemnities, the Company and its joint venture partners agree to indemnify the surety bond issuer from all losses and expenses arising from the failure of the joint venture to complete the specified bonded construction. The maximum potential amount of aggregate future payments is a function of the amount covered by outstanding bonds at the time of default by the joint venture, reduced by the amount of work completed to date. The recorded amounts of the indemnity liabilities were not material individually or in the aggregate.
The Company is a guarantor of indebtedness for certain of its unconsolidated joint ventures' borrowings with third party lenders, relating to the repayment of construction loans and performance of construction for the underlying project. As of March 31, 2018 , the Company's limited guarantees on indebtedness related to three of its unconsolidated joint ventures totaled $5.6 million . The Company has not incurred any significant historical losses related to guarantees on its joint venture indebtedness.
Other than obligations described above and those described in the Company's 2017 Form 10-K, obligations of the Company's joint ventures do not have recourse to the Company and the Company's "at-risk" amounts are limited to its investment.
Legal Proceedings and Other Contingencies: A&B owns 16,000 acres of watershed lands in East Maui. A&B also held four water licenses to another 30,000 acres owned by the State of Hawai`i in East Maui. The last of these water license agreements expired in 1986, and all four agreements were then extended as revocable permits that were renewed annually. In 2001, a request was made to the State Board of Land and Natural Resources (the "BLNR") to replace these revocable permits with a long-term water lease. Pending the conclusion by the BLNR of this contested case hearing on the request for the long-term lease, the BLNR has kept the existing permits on a holdover basis. Three parties filed a lawsuit on April 10, 2015 (the "4/10/15 Lawsuit") alleging that the BLNR has been renewing the revocable permits annually rather than keeping them in holdover status. The lawsuit asks the court to void the revocable permits and to declare that the renewals were illegally issued without preparation of an environmental assessment ("EA"). In December 2015, the BLNR decided to reaffirm its prior decisions to keep the permits in holdover status. This decision by the BLNR is being challenged by the three parties. In January 2016, the court ruled in the 4/10/15 Lawsuit that the renewals were not subject to the EA requirement, but that the BLNR lacked legal authority to keep the revocable permits in holdover status beyond one year. The court has allowed the parties to make an immediate appeal of this ruling. In May 2016, the Hawai`i State Legislature passed House Bill 2501, which specified that the BLNR has the legal authority to issue holdover revocable permits for the disposition of water rights for a period not to exceed three years. The governor signed this bill into law as Act 126 in June 2016. Pursuant to Act 126, the annual authorization of the existing holdover permits was sought and granted by the BLNR in December 2016 and November 2017.
In addition, on May 24, 2001, petitions were filed by a third party, requesting that the Commission on Water Resource Management of the State of Hawai`i ("Water Commission") establish interim instream flow standards ("IIFS") in 27 East Maui streams that feed the Company's irrigation system. The Water Commission initially took action on the petitions in 2008 and 2010, but the petitioners requested a contested case hearing to challenge the Water Commission's decisions on certain petitions. The

10


Water Commission denied the contested case hearing request, but the petitioners successfully appealed the denial to the Hawai`i Intermediate Court of Appeals, which ordered the Water Commission to grant the request. The Commission then authorized the appointment of a hearings officer for the contested case hearing and expanded the scope of the contested case hearing to encompass all 27 petitions for amendment of the IIFS for East Maui streams in 23 hydrologic units. The evidentiary phase of the hearing before the Commission-appointed hearings officer was completed on April 2, 2015. On January 15, 2016, the Commission-appointed hearings officer issued his recommended decision on the petitions. The recommended decision would restore water to streams in 11 of the 23 hydrologic units. In March 2016, the hearings officer ordered a reopening of the contested case proceedings in light of the Company's January 2016 announcement to cease sugar operations at the former Hawaiian Commercial & Sugar Company ("HC&S") by the end of the year and to transition to a new diversified agricultural model on the former sugar lands. In April 2016, the Company announced its commitment to fully and permanently restore the priority taro streams identified by the petitioners. Re-opened evidentiary hearings occurred in the first quarter of 2017 and a decision is pending. In August 2017, the hearings officer in the reopened evidentiary hearing issued his proposed decision. The Commission heard arguments on the proposed decision in October 2017.
HC&S also used water from four streams in Central Maui ("Na Wai Eha") to irrigate its agricultural lands in Central Maui.  Beginning in 2004, the Water Commission began proceedings to establish IIFS for the Na Wai Eha streams. Before the IIFS proceedings were concluded, the Water Commission designated Na Wai Eha as a surface water management area, meaning that all uses of water from these streams required water use permits issued by the Water Commission. Following contested case proceedings, the Water Commission established IIFS in 2010, but that decision was appealed, and the Hawai`i Supreme Court remanded the case to the Water Commission for further proceedings. The parties to the IIFS contested case settled the case in 2014. Thereafter, proceedings for the issuance of water use permits commenced with over 100 applicants, including HC&S, vying for permits. While the water use permit proceedings were ongoing, A&B announced the cessation of sugar cane cultivation at the end of 2016.  This announcement triggered a re-opening and reconsideration of the 2014 IIFS decision. Contested case proceedings were held to simultaneously reconsider the IIFS, determine appurtenant water rights, and consider applications for water use permits. Based on those proceedings, the Hearing Officer issued his recommendation to the Water Commission on November 1, 2017. The Commission has not yet issued its decision.
If the Company is not permitted to use sufficient quantities of stream waters, it would have a material adverse effect on the Company's pursuit of a diversified agribusiness model in subsequent years and the value of the Company's agricultural lands.
A&B is a party to, or may be contingently liable in connection with, other legal actions arising in the normal conduct of its businesses, the outcomes of which, in the opinion of management after consultation with counsel, would not have a material effect on A&B's consolidated financial statements as a whole.
4.
EARNINGS PER SHARE ("EPS")
Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards as well as adjusted by the number of additional shares, if any, that would have been outstanding had the potentially dilutive common shares been issued.


11


The following table provides a reconciliation of income from continuing operations to income from continuing operations available to A&B shareholders for the three months ended March 31, 2018 and 2017 (in millions):
 
Three Months Ended
 
March 31,
 
2018

2017
Income (loss) from Continuing Operations, net of income taxes
$
47.5

 
$
4.6

Less: Income (loss) attributable to noncontrolling interest
(0.1
)
 
(0.7
)
Income (loss) from continuing operations attributable to A&B shareholders, net of income taxes
47.4

 
3.9

Undistributed earnings allocated to redeemable noncontrolling interest
—

 
0.5

Income (loss) from continuing operations available to A&B shareholders, net of income taxes
47.4

 
4.4

Income (loss) from discontinued operations available to A&B shareholders, net of income taxes
(0.1
)
 
2.4

Net income (loss) available to A&B shareholders
$
47.3

 
$
6.8

The number of shares used to compute basic and diluted earnings per share for the three months ended March 31, 2018 and 2017 is as follows (in millions):
 
Three Months Ended
 
March 31,
 
2018
 
2017
Denominator for basic EPS - weighted average shares outstanding
66.4

 
49.1

Effect of dilutive securities:


 


Non-participating stock options and restricted stock unit awards
0.4

 
0.5

Special Distribution
5.4

 
—

Denominator for diluted EPS - weighted average shares outstanding
72.2

 
49.6

There were 0.1 million shares of anti-dilutive securities outstanding as of March 31, 2018 and none as of March 31, 2017 .
5.     FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values of cash and cash equivalents, receivables and short-term borrowings approximate their carrying values due to the short-term nature of the instruments. The carrying amount and fair value of the Company's debt at March 31, 2018 was $838.6 million and $807.6 million , respectively, and $631.2 million and $642.3 million at December 31, 2017 respectively. The fair value of debt is calculated by discounting the future cash flows of the debt at rates based on instruments with similar risk, terms and maturities as compared to the Company's existing debt arrangements (level 2).
6.
INVENTORIES
Inventories are stated at the lower of cost (principally average cost, first-in, first-out basis) or net realizable value. Inventories as of March 31, 2018 and December 31, 2017 were as follows (in millions):
 
March 31, 2018
 
December 31, 2017
Asphalt
$
9.1

 
$
12.2

Processed rock, Portland cement, and sand
14.0

 
13.5

Work in progress
3.2

 
2.8

Retail merchandise
1.7

 
1.7

Parts, materials and supplies inventories
1.6

 
1.7

Total
$
29.6

 
$
31.9


12


7.
SHARE-BASED PAYMENT AWARDS
The following table summarizes the Company's stock option activity for the three months ended March 31, 2018 (in thousands, except weighted average exercise price and weighted average contractual life):
 
2012 Plan
Stock Options
 
Weighted-
Average
Exercise Price
 
Weighted-
Average
Contractual Life
 
Aggregate
Intrinsic
Value
Outstanding, January 1, 2018
630.5
 
$
12.58

 
 
 
 

Exercised
—
 
$
—

 
 
 
 

Forfeited and expired
—
 
$
—

 

 


Outstanding, March 31, 2018
630.5
 
$
12.58

 
2.7
 
$
6,679

Vested or expected to vest
630.5
 
$
12.58

 
2.7
 
$
6,679

Exercisable, March 31, 2018
630.5
 
$
12.58

 
2.7
 
$
6,679

The following table summarizes non-vested restricted stock unit activity for the three months ended March 31, 2018 (in thousands, except weighted-average grant-date fair value amounts):
 
2012 Plan
Restricted
Stock Units
 
Weighted-
Average
Grant-date
Fair Value
Outstanding, January 1, 2018
318.9

 
$
36.66

Anti-dilutive adjustment for Special Distribution
182.9

 


Granted
210.4

 
$
29.89

Vested
(116.8
)
 
$
24.39

Canceled
(39.9
)
 
$
24.15

Outstanding, March 31, 2018
555.5

 
$
25.34

The time-based restricted stock units vest ratably over 3 years . The market-based performance share units cliff vest over 3 years , provided that the total shareholder return of the Company's common stock over the relevant period meets or exceeds pre-defined levels of total shareholder returns relative to indices, as defined.
The fair value of the Company's time-based awards is determined using the Company's stock price on the date of grant. The fair value of the Company's market-based awards is estimated using the Company's stock price on the date of grant and the probability of vesting using a Monte Carlo simulation with the following weighted-average assumptions:
 
2018 Grants
 
2017 Grants
Volatility of A&B common stock
22.7
%
 
25.4
%
Average volatility of peer companies
21.6
%
 
25.7
%
Risk-free interest rate
2.3
%
 
1.5
%
A summary of compensation cost related to share-based payments for the three months ended March 31, 2018 and 2017 is as follows (in millions):
 
Three Month Ended
 
March 31,
 
2018
 
2017
Share-based expense (net of estimated forfeitures):
 
 
 
Time-based and market-based restricted stock units
$
1.3

 
$
1.1

Total share-based expense
1.3

 
1.1

Total recognized tax benefit
(0.1
)
 
(0.4
)
Share-based expense (net of tax)
$
1.2

 
$
0.7



13


8.
RELATED PARTY TRANSACTIONS
Construction Contracts and Material Sales. The Company entered into contracts in the ordinary course of business, as a supplier, with affiliates that are members in entities in which the Company also is a member. Revenues earned from transactions with affiliates were $4.5 million and $3.9 million for the three months ended March 31, 2018 and 2017 , respectively. Receivables from these affiliates were $2.1 million and $2.9 million as of March 31, 2018 and December 31, 2017 . Amounts due to these affiliates were $0.9 million as of March 31, 2018 and immaterial as of December 31, 2017 .
Commercial Real Estate. The Company entered into contracts in the ordinary course of business, as a lessor of property, with unconsolidated affiliates in which the Company has an interest, as well as with certain entities that are owned by a director of the Company. Revenues earned from these transactions were $1.5 million and $1.4 million for the three months ended March 31, 2018 and 2017 . Receivables from these affiliates were immaterial as of March 31, 2018 and December 31, 2017 .
Land Operations. During the three months ended March 31, 2018 and 2017 , the Company-recorded developer fee revenues were immaterial and $0.7 million related to management and administrative services provided to certain unconsolidated investments in affiliates. Receivables from these affiliates were immaterial as of March 31, 2018 and December 31, 2017 .
In 2017, the Company extended a five -year $16.0 million note secured by a mortgage on real property to one of its joint ventures. Receivables from this affiliate were $10.1 million as of March 31, 2018 and immaterial as of December 31, 2017.
9.
EMPLOYEE BENEFIT PLANS
Components of the net periodic benefit cost for the three months ended March 31, 2018 and 2017 are shown below (in millions):
 
Pension Benefits
 
Post-retirement Benefits
 
Three Months Ended March 31,
 
Three Months Ended March 31,
Components of Net Periodic Benefit Cost
2018
 
2017
 
2018
 
2017
Service cost
$
0.5

 
$
0.8

 
$
—

 
$
0.1

Interest cost
1.9

 
2.1

 
0.1

 
0.1

Expected return on plan assets
(1.9
)
 
(2.4
)
 
—

 
—

Amortization of net loss
1.0

 
1.2

 
—

 
—

Amortization of prior service credit
(0.2
)
 
(0.3
)
 
—

 
—

Net periodic benefit cost
$
1.3

 
$
1.4

 
$
0.1

 
$
0.2


10.
ASSET ACQUISITION
On February 23, 2018 , the Company completed the acquisition of three commercial properties in Hawai`i ("TRC Acquisition"): (1) Laulani Village located in Ewa Beach, Oahu, (2) Hokulei Village located in Lihue, Kauai, and (3) Pu`unene Shopping Center located in Kahului, Maui.

The total purchase price for the TRC Acquisition was $256.7 million and consisted of total consideration paid to the seller of $254.1 million , including a $62.0 million mortgage secured by Laulani Village, and $2.6 million of capitalized and acquisition-related costs paid to third parties.


14


The allocation of purchase price to assets acquired and liabilities assumed is as follows (in millions):
Fair value of assets acquired and liabilities assumed
Assets acquired:
 
Land
$
80.2

Property and improvements
141.7

In-place/favorable leases
36.0

Total assets acquired
$
257.9

 
 
Liabilities assumed:
 
Unfavorable leases
$
2.2

Long term debt*
61.0

Total liabilities assumed
63.2

Net assets acquired
$
194.7

* Includes a fair value adjustment of $1.0 million.

As of the acquisition date, the weighted-average remaining lives of both the in-place/favorable leases and unfavorable leases were approximately 12 years .

11.     ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in accumulated other comprehensive loss by component for the three months ended March 31, 2018 were as follows (in millions, net of tax):
 
Employee
Benefit Plans
 
Interest Rate Swap
 
Total
Balance, January 1, 2018
$
(44.2
)
 
$
1.9

 
$
(42.3
)
Other comprehensive income (loss) before reclassifications, net of taxes of $0.5   for interest rate swap
—

 
1.3

 
1.3

Amounts reclassified from accumulated other comprehensive income (loss), net of taxes of $0.2 for employee benefit plans
0.6

 
—

 
0.6

Balance, March 31, 2018
$
(43.6
)
 
$
3.2

 
$
(40.4
)

The reclassifications of other comprehensive income (loss) components out of accumulated other comprehensive loss for the three months ended March 31, 2018 and 2017 were as follows (in millions):
 
Three Months Ended March 31,
 
2018
 
2017
Unrealized interest rate hedging gain (loss)
$
1.8

 
$
—

Reclassification adjustment for interest expense included in net income or loss
—

 
0.2

Amortization of defined benefit pension items reclassified to net periodic pension cost:
 
 
 
Net loss*
1.0

 
1.2

Prior service credit*
(0.2
)
 
(0.3
)
Total before income tax
2.6

 
1.1

Income taxes
(0.7
)
 
(0.4
)
Other comprehensive income (loss), net of tax
$
1.9

 
$
0.7

* This accumulated other comprehensive loss component is included in the computation of net periodic pension cost (see Note 9 for additional

15


details).

12.
INCOME TAXES
For the prior taxable years, the Company has filed a consolidated federal income tax return, which includes all of its wholly owned subsidiaries. For its taxable year ended December 31, 2017, the Company intends to file its tax return as a REIT, which it will accomplish by filing the 2017 Form 1120-REIT with the Internal Revenue Service on or before October 15, 2018. The Company's taxable REIT subsidiary ("TRS") will file separately as a C corporation. The Company also files individual separate income tax returns in various states. The Company completed the necessary preparatory work and obtained the necessary approvals such that the Company believes it has been organized and operates in a manner that enables it to qualify, and continue to qualify, as a REIT for federal income tax purposes.
The Company's effective tax rate for the three months ended March 31, 2018 differed from the effective tax rate for the same period in 2017, primarily due to the inclusion of excess tax benefit related to share-based compensation exercised in the first quarter of 2017 whereas no exercises were made in the three months ended March 31, 2018.
For the three months ended March 31, 2018 and 2017, the Company recorded a reduction to the carrying value of its solar tax equity investments of $0.1 million and $2.0 million , respectively, in "Reduction in Solar Investments, net" in the accompanying condensed consolidated statements of operations.
The Company recognizes accrued interest and penalties on income taxes as a component of income tax expense. As of March 31, 2018, accrued interest and penalties were not material. As of March 31, 2018, the Company has not identified any material unrecognized tax positions.

16


13.
NOTES PAYABLE AND LONG-TERM DEBT
At March 31, 2018 and December 31, 2017 , notes payable and long-term debt consisted of the following (in millions):
 
March 31,
 
December 31,
 
2018
 
2017
Revolving credit facilities:
 
 
 
GLP Revolver, matures in 2018 (a)
$
—

 
$
0.5

Revolving credit facility, matures in 2022 ($268.8 million available) (b)
181.2

 
66.0

Term Loans:
 
 
 
2.00%, payable through 2018, unsecured
—

 
0.1

3.31%, payable through 2018, unsecured
0.5

 
1.0

5.19%, payable through 2019, unsecured
3.9

 
4.4

6.90%, payable through 2020, unsecured
32.5

 
48.8

LIBOR plus 2.00%, payable through 2021 (c)
9.4

 
9.4

LIBOR plus 1.00%, payable through 2021, secured by asphalt terminal (d)
4.5

 
4.8

3.15%, payable through 2021, second mortgage secured by Kailua Town Center III
4.9

 
4.9

LIBOR plus 1.50%, payable through 2021, secured by Kailua Town Center III (e)
10.8

 
10.8

5.53%, payable through 2024, unsecured
28.5

 
28.5

3.90%, payable through 2024, unsecured
62.5

 
62.6

4.15%, payable through 2024, secured by Pearl Highlands Center
86.5

 
87.0

5.55%, payable through 2026, unsecured
46.0

 
46.0

5.56%, payable through 2026, unsecured
25.0

 
25.0

4.35%, payable through 2026, unsecured
22.0

 
22.0

4.04%, payable through 2026, unsecured
50.0

 
50.0

3.88%, payable through 2027, unsecured
50.0

 
50.0

4.16%, payable through 2028, unsecured
25.0

 
25.0

4.30%, payable through 2029, unsecured
25.0

 
25.0

LIBOR plus 1.35%, payable through 2029, secured by Manoa Marketplace (f)
60.0

 
60.0

3.93%, payable through 2024, secured by Laulani Village
62.0

 
—

LIBOR plus 1.60%, payable through 2023, unsecured (g)
50.0

 
—

Total debt (contractual)
840.2

 
631.8

Unamortized debt premium (discount)
(0.5
)
 
0.5

Unamortized debt issuance costs
(1.1
)
 
(1.1
)
Total debt (carrying value)
838.6

 
631.2

Less current portion
(42.8
)
 
(46.0
)
Long-term debt
$
795.8

 
$
585.2

(a) Loan has a stated interest rate of LIBOR plus 1.50%.
 
(b) Loan has a stated interest rate of LIBOR plus 1.65%; derived from a leverage based pricing grid.
 
(c) Loan is secured by a letter of credit.
 
(d) Loan has a stated interest rate of LIBOR plus 1.00%; swapped through maturity to a 5.98% fixed rate.
 
(e) Loan has a stated interest rate of LIBOR plus 1.50%; swapped through maturity to a 5.95% fixed rate.
 
(f) Loan has a stated interest rate of LIBOR plus 1.35%; swapped through maturity to a 3.14% fixed rate.
 
(g) Loan has a stated interest rate of LIBOR plus 1.60%; derived from a leverage based pricing grid.
 
In connection with the TRC Acquisition, the Company assumed a $62.0 million mortgage secured by Laulani Village that matures on May 1, 2024. The note bears interest at 3.93% and requires monthly interest payments of approximately $0.2 million until May 2020 and principal and interest payments of approximately $0.3 million thereafter.


17


On February 26, 2018 , the Company entered into an agreement with Wells Fargo Bank, National Association and a syndicate of other financial institutions that provides for a $50 million term loan facility ("Wells Fargo Term Facility"). The Company also drew $50 million under the Wells Fargo Term Facility on February 26, 2018 and used such term loan proceeds to repay amounts that were borrowed under the Company's Revolving Credit Facility. Borrowings under the Wells Fargo Term Facility bear interest at a stated rate, as defined, plus a margin that is determined using a leverage based pricing grid.

On April 18, 2018, the Company completed an agreement with Prudential Investment Management, Inc. and its affiliates to refinance its previously existing term loan of $62.5 million that bore interest at 3.90% and matured in 2024, which resulted in three separate term loans: $10.0 million at a fixed interest rate of 4.66% maturing in 2025; $34.5 million at a fixed interest rate of 4.81% maturing in 2027; and $18.0 million at a fixed interest rate of 4.89% maturing in 2028.
14.
CESSATION OF SUGAR OPERATIONS
A summary of the pre-tax costs and remaining costs associated with the Cessation is as follows (in millions):
 
 
Charges Recognized During 2018
 
Cumulative Amount Recognized as of
March 31, 2018
 
Remaining to be Recognized
 
Total
Employee severance benefits and related costs
 
$
—

 
$
22.1

 
$
—

 
$
22.1

Asset write-offs and accelerated depreciation
 
—

 
71.3

 
—

 
71.3

Property removal, restoration and other exit-related costs
 
0.1

 
9.6

 
0.8

 
10.4

Total Cessation-related costs
 
$
0.1

 
$
103.0

 
$
0.8

 
$
103.8

Activity of the Cessation-related liabilities during the three months ended March 31, 2018 is as follow (in millions):
    

 
Other Exit Costs 1
Balance at December 31, 2017
 
$
4.6

Expense
 
0.1

Cash payments
 
(0.3
)
Balance at March 31, 2018
 
$
4.4

1 Includes asset retirement obligations.
15.
INVESTMENTS IN AFFILIATES
The Company's investments in affiliates consist principally of equity investments in limited liability companies in which the Company has the ability to exercise significant influence over the operating and financial policies of these investments. Accordingly, the Company accounts for its investments using the equity method of accounting.

18


Operating results include the Company's proportionate share of net income from its equity method investments. A summary of combined financial information related to the Company's equity method investments for the three months ended March 31, 2018 and 2017 is as follows (in millions):
 
Three Months Ended March 31,
 
2018
 
2017
Revenues
$
64.4

 
$
40.6

Operating costs and expenses
58.1

 
33.6

Gross Profit
$
6.3

 
$
7.0

Income from Continuing Operations*
$
(2.2
)
 
$
3.3

Net Income*
$
(2.2
)
 
$
3.3

* Includes earnings from equity method investments held by the investee.
16.
DERIVATIVE INSTRUMENTS
The Company is exposed to interest rate risk related to its floating rate interest debt. The Company balances its cost of debt and exposure to interest rates primarily through its mix of fixed and floating rate debt. From time to time, the Company may use interest rate swaps to manage its exposure to interest rate risk.
Cash Flow Hedges of Interest Rate Risk
During 2016, the Company entered into an interest rate swap agreement with a notional amount of $60.0 million which was designated as a cash flow hedge. The Company structured the interest rate swap agreement to hedge the variability of future interest payments due to changes in interest rates with regards to the Company's long-term debt. A summary of the key terms related to the Company's outstanding cash flow hedge as of March 31, 2018 , is as follows (dollars in millions):
Effective
Maturity
Interest
 
Notional Amount at
 
Fair Value at
Classification on
Date
Date
Rate
 
March 31, 2018
 
March 31, 2018
 
December 31, 2017
Balance Sheet
4/7/2016
8/1/2029
3.14%
 
$
60.0

 
$
4.6

 
$
2.8

Other assets
The Company assessed the effectiveness of the cash flow hedge at inception and will continue to do so on an ongoing basis. The effective portion of the changes in fair value of the cash flow hedge is recorded in accumulated other comprehensive loss and subsequently reclassified into interest expense as interest is incurred on the related-variable rate debt. When ineffectiveness exists, the ineffective portion of changes in fair value of the cash flow hedge is recognized in earnings in the period affected.
Non-designated Hedges
As of March 31, 2018 , the Company has two interest rate swaps that have not been designated as cash flow hedges whose key terms are as follows (dollars in millions):
Effective
Maturity
Interest
 
Notional Amount at
 
Fair Value at
Classification on
Date
Date
Rate
 
March 31, 2018
 
March 31, 2018
 
December 31, 2017
Balance Sheet
1/1/2014
9/1/2021
5.95%
 
$
10.8

 
$
(0.7
)
 
$
(0.9
)
Other non-current liabilities
6/18/2008
3/1/2021
5.98%
 
$
4.5

 
$
(0.2
)
 
$
(0.3
)
Other non-current liabilities
Total
 
 
 
$
15.3

 
$
(0.9
)
 
$
(1.2
)


19


The following table represents the pre-tax effect of the derivative instruments in the Company's condensed consolidated statement of comprehensive income (loss) (in millions):
 
 
Three Months Ended March 31,
 
 
2018
 
2017
Derivatives in Designated Cash Flow Hedging Relationships:
 

 

Amount of (gain) loss recognized in OCI on derivatives (effective portion)
 
$
(1.8
)
 
$
—

Amounts of (gain) loss reclassified from accumulated OCI into earnings under "interest expense" (ineffective portion and amount excluded from effectiveness testing)
 
$
—

 
$
(0.2
)
The Company records gains or losses related to interest rate swaps that have not been designated as cash flow hedges in interest expense in its condensed consolidated statements of operations, and the amounts were immaterial during each of the three months ended March 31, 2018 and 2017 .
The Company measures all of its interest rate swaps at fair value. The fair values of the Company's interest rate swaps (Level 2) are based on the estimated amounts that the Company would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs.
17.
DISCONTINUED OPERATIONS
In December 2016, the Company completed its final sugar harvest and ceased its sugar operations.
The historical results of operations have been presented as discontinued operations in the condensed consolidated financial statements and prior periods have been recast.
The revenue, operating income (loss), gain on asset dispositions, income tax (expense) benefit and after-tax effects of these transactions for the years ended three months ended March 31, 2018 and 2017 , were as follows (in millions):
 
Three Months Ended March 31,
 
2018

2017
Sugar operations revenue
$
—

 
$
22.1

Cost of discontinued sugar operations
0.1

 
22.3

Operating income (loss) from sugar operations
(0.1
)
 
(0.2
)
Gain on asset dispositions
—

 
4.1

Income (loss) from discontinued operations before income taxes
(0.1
)
 
3.9

Income tax benefit (expense)
—

 
(1.5
)
Income (loss) from discontinued operations
$
(0.1
)
 
$
2.4

 
 
 
 
Basic earnings (loss) per share
$
—

 
$
0.05

Diluted earnings (loss) per share
$
—

 
$
0.05

There was no depreciation and amortization related to discontinued operations for three months ended March 31, 2018 and 2017 .

20


18.
SEGMENT RESULTS
Operating segment information for the three months ended March 31, 2018 and 2017 is summarized below (in millions):
 
Three Months Ended March 31,

2018
 
2017
Operating Revenue:
 
 
 
Commercial Real Estate
$
35.2

 
$
33.7

Land Operations
29.3

 
11.0

Materials & Construction
48.8

 
48.5

Total operating revenue
113.3

 
93.2

Operating Profit (Loss):
 
 
 
Commercial Real Estate 1
15.5

 
14.3

Land Operations 2,3
(5.4
)
 
(2.4
)
Materials & Construction
0.2

 
5.6

Total operating profit
10.3

 
17.5

Interest expense
(8.4
)
 
(6.2
)
General corporate expenses
(6.7
)
 
(5.7
)
REIT evaluation/conversion costs 4
—

 
(4.8
)
Income (Loss) from Continuing Operations Before Income Taxes and Net Gain (Loss) on Sale of Improved Properties and Ground Leased Land
(4.8
)
 
0.8

Income tax benefit (expense)
2.7

 
0.8

Income (Loss) from Continuing Operations Before Net Gain (Loss) on Sale of Improved Properties and Ground Leased Land
(2.1
)
 
1.6

Net gain (loss) on the sale of improved properties and ground leased land 5
49.6

 
3.0

Income (Loss) from Continuing Operations
47.5

 
4.6

Income (loss) from discontinued operations, net of income taxes
(0.1
)
 
2.4

Net Income (Loss)
47.4

 
7.0

Income attributable to noncontrolling interest
(0.1
)
 
(0.7
)
Net Income (Loss) Attributable to A&B Shareholders
$
47.3

 
$
6.3


1 Commercial Real Estate operating profit includes intersegment operating revenue, primarily from our Materials & Construction segment, and is eliminated in our consolidated results of operations.
2 For the three months ended March 31, 2018 and 2017 , Land Operations segment operating loss includes approximately $2.6 million of equity in loss and $0.1 million of equity in earnings from its various real estate joint ventures, respectively.
3 For the three months ended March 31, 2018 and 2017 , Land Operations segment operating loss includes non-cash reductions of $0.1 million and $2.0 million , respectively, related to the Company's solar tax equity investments. The non-cash reductions, if any, are included in Reductions in solar investments, net on the condensed consolidated statements of operations.
4 Costs related to the Company's in-depth evaluation of and conversion to a REIT.
5 Amounts in 2018 represent the sales of the six mainland properties (Concorde Commerce Center, Deer Valley Financial Center, 1800 and 1820 Preston Park, Little Cottonwood Center, Royal MacArthur Center, and Sparks Business Center) and the three Hawai`i assets (Stangenwald Building, Judd Building and a ground lease). Amounts in 2017 represent the sales of one office building in Maui, Hawai`i in January 2017.
19.     REVENUES
The Company recognizes revenue when control of promised goods or services is transferred to the customer at an amount that reflects the consideration which the Company expects to be entitled to in exchange for those goods or services.
The Company disaggregates revenue from contracts with customers by revenue type as the Company believes it best depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic factors.

21


 
Three Months Ended March 31,
 
2018
 
2017 1
Revenues:
 
 
 
     Commercial real estate 2
$
35.2

 
$
33.7

     Land Operations:
 
 
 
Development sales revenue
23.0

 
2.4

Unimproved/other property sales revenue
0.3

 
1.6

Other operating revenue
6.0

 
7.0

Land Operations
29.3

 
11.0

     Materials & Construction
48.8

 
48.5

Total revenues
$
113.3

 
$
93.2

1 As noted above, prior period amounts have not been adjusted under the modified retrospective method.
2 As noted above, Commercial Real Estate revenue is not in scope under ASU 2014-09 however is presented here for completeness.
The total amount of contract consideration allocated to either wholly unsatisfied or partially satisfied performance obligations was $198.4 million as of the three months ended March 31, 2018 . The Company expects to recognize as revenue approximately 55% - 60% of the remaining contract consideration allocated to either wholly unsatisfied or partially satisfied performance obligations in 2018, with the remaining recognized thereafter.
The Company has elected the practical expedient provided in ASU 2014-09 to not disclose information about remaining performance obligations that have original expected durations of one year or less. In addition, the Company has elected the transition practical expedient in ASU 2014-09 to not disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue for three months ended March 31, 2018 . The Company has elected these practical expedients as the majority of its wholly, or partially, unfulfilled performance obligations are expected to be recognized in less than one year .
20.
CONTRACT BALANCES
Timing of revenue recognition may differ from the timing of invoicing to customers.

Costs and estimated earnings in excess of billings represent amounts earned and reimbursable under contracts but have a conditional right for billing and payment such as achievement of milestones or completion of the project. When events or conditions indicate that it is probable that the amounts outstanding become unbillable, the transaction price and associated contract asset is reduced.

Billings in excess of costs and estimated earnings are billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months.

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:
 
Beginning Balance as of
 
Ending Balance as of
(in millions)
January 1, 2018
 
March 31, 2018
Accounts receivable, net
$
34.1

 
$
37.5

Costs and estimated earnings in excess of billings on uncompleted contracts
$
20.2

 
$
16.2

Deferred revenue
$
0.9

 
$
3.0

Billings in excess of costs and estimated earnings on uncompleted contracts
$
5.7

 
$
3.9

As of the three months ended March 31, 2018, the Company recognized revenue of $2.2 million related to the Company's contract liabilities reported as of January 1, 2018.

22


The amount of revenue recognized from performance obligations satisfied in prior periods was not material.
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of the condensed consolidated financial condition and results of operations of Alexander & Baldwin, Inc. and its subsidiaries should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in Item 1 of this Form 10-Q and the Company's Annual Report on Form 10-K for the year ended December 31, 2017 filed with the U.S. Securities and Exchange Commission ("SEC").
FORWARD-LOOKING STATEMENTS AND RISK FACTORS
Statements in this Form 10-Q that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding possible or assumed future results of operations, business strategies, growth opportunities and competitive positions. Such forward-looking statements speak only as of the date the statements were made and are not guarantees of future performance. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from those expressed in or implied by the forward-looking statements. These factors include, but are not limited to, prevailing market conditions and other factors related to the Company's REIT status and the Company business generally discussed in the Company's most recent Form 10-K, Form 10-Q and other filings with the Securities and Exchange Commission. The information in this Form 10-Q should be evaluated in light of these important risk factors. We do not undertake any obligation to update the Company's forward-looking statements.
INTRODUCTION
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is a supplement to the accompanying consolidated financial statements and provides additional information about A&B's business, recent developments, financial condition, liquidity and capital resources, cash flows, results of operations and how certain accounting principles, policies and estimates affect A&B’s financial statements. MD&A is organized as follows:
•
Business Overview: This section provides a general description of A&B's business, as well as recent developments that A&B believes are important in understanding its results of operations and financial condition or in understanding anticipated future trends.
•
Consolidated Results of Operations: This section provides an analysis of A&B's consolidated results of operations for the first quarters ended March 31, 2018 and 2017 .
•
Analysis of Operating Revenue and Profit by Segment: This section provides an analysis of A&B's results of operations by business segment.
•
Liquidity and Capital Resources: This section provides a discussion of A&B's financial condition and an analysis of A&B’s cash flows for the first quarters ended March 31, 2018 and 2017 , as well as a discussion of A&B's ability to fund its future commitments and ongoing operating activities through internal and external sources of capital.
•
Critical Accounting Estimates: This section identifies and summarizes those accounting policies that significantly impact A&B's reported results of operations and financial condition and require significant judgment or estimates on the part of management in their application.
•
Rounding: Amounts in the MD&A are rounded to the nearest tenth of a million. Accordingly, a recalculation of totals and percentages, if based on the reported data, may be slightly different.

23


BUSINESS OVERVIEW
A&B, whose history dates back to 1870, is headquartered in Honolulu and operates through three reportable segments: Commercial Real Estate; Land Operations; and Materials & Construction.
The Company completed a conversion process to comply with the requirements to be treated as a REIT commencing with the taxable year ended December 31, 2017 (the "REIT Conversion"). In connection with the REIT Conversion, the Company completed the payment of the Special Distribution on January 23, 2018 through an aggregate of $156.6 million in cash and the issuance of 22.6 million shares of the Company's common stock.
Commercial Real Estate
The Commercial Real Estate segment owns, operates and manages retail, industrial, and office properties in Hawai`i and on the mainland. The Commercial Real Estate segment also leases urban land in Hawai`i to third-party lessees.
Land Operations
The Land Operations segment actively manages the Company's land and real estate-related assets and deploys these assets to their highest and best use. Primary activities of the Land Operations segment include planning, zoning, financing, constructing, purchasing, managing, selling, and investing in real property; renewable energy; and diversified agribusiness activities.
Materials & Construction
The Materials & Construction segment performs asphalt paving as prime contractor and subcontractor; imports and sells liquid asphalt; mines, processes and sells basalt aggregate; produces and sells asphaltic and ready-mix concrete; provides and sells various construction- and traffic-control-related products and manufactures and sells precast concrete products.

24


CONSOLIDATED RESULTS OF OPERATIONS
The following analysis of the consolidated financial condition and results of operations of Alexander & Baldwin, Inc. and its subsidiaries should be read in conjunction with the consolidated financial statements and related notes thereto. Amounts in this narrative are rounded to millions, but per-share calculations and percentages were calculated based on thousands. Accordingly, a recalculation of some per-share amounts and percentages, if based on the reported data, may be slightly different than the amounts included herein. The financial information included in the following table and narrative reflects the presentation of the Company's former sugar operations as discontinued operations for all periods presented.
Consolidated - First quarter of 2018 compared with 2017
 
Three Months Ended March 31,
 
 
 
 
(dollars in millions, except per share amounts)
2018
 
2017
 
$ Change
 
Change
Operating revenue
$
113.3

 
$
93.2

 
20.1

 
21.6
 %
Operating costs and expenses
106.3

 
85.8

 
20.5

 
23.9
 %
Operating income (loss)
7.0

 
7.4

 
(0.4
)
 
(5.4
)%
Other income (expense), net
(11.8
)
 
(6.6
)
 
(5.2
)
 
(78.8
)%
Income tax benefit (expense)
2.7

 
0.8

 
1.9

 
2X

Net gain (loss) on sale of improved property and ground leased land
49.6

 
3.0

 
46.6

 
16X

Income (loss) from continuing operations
47.5

 
4.6

 
42.9

 
9X

Discontinued operations (net of income taxes)
(0.1
)
 
2.4

 
(2.5
)
 
NM

Net income (loss)
47.4

 
7.0

 
40.4

 
6X

Income attributable to noncontrolling interest
(0.1
)
 
(0.7
)
 
0.6

 
85.7
 %
Net income (loss) attributable to A&B
$
47.3

 
$
6.3

 
41.0

 
7X

 
 
 
 
 
 
 
 
Basic earnings (loss) per share - continuing operations
$
0.71

 
$
0.09

 
0.62

 
7X

Basic earnings (loss) per share - discontinued operations
—

 
0.05

 
(0.05
)
 
(100.0
)%
Net income (loss) available to A&B shareholders
$
0.71

 
$
0.14

 
0.57

 
4X

 
 
 
 
 
 
 
 
Diluted earnings (loss) per share - continuing operations
$
0.66

 
$
0.09

 
0.57

 
6X

Diluted earnings (loss) per share - discontinued operations
—

 
0.05

 
(0.05
)
 
(100.0
)%
Net income (loss) available to A&B shareholders
$
0.66

 
$
0.14

 
0.52

 
4X

Consolidated - First quarter of 2018 vs. 2017
Operating revenue for the first quarter ended March 31, 2018 increased 21.6% , or $20.1 million , to $113.3 million , primarily due to higher revenue from the Land Operations and CRE segments. The reasons for business and segment-specific year-to-year fluctuations in revenue are further described below in the Analysis of Operating Revenue and Profit by Segment.
Operating costs and expenses for the first quarter ended March 31, 2018 increased 23.9% , or $20.5 million , to $106.3 million , primarily due to increases in operating expenses incurred by the Land Operations and Materials & Construction segments. The reasons for the operating cost and expense changes are described below, by business segment, in the Analysis of Operating Revenue and Profit by Segment. Operating costs and expenses for the quarter ended March 31, 2017  also included costs of  $4.8 million related to the Company's conversion to a real estate investment trust, as compared to the quarter ended March 31, 2018 in which no such charges were incurred.
Other income (expense), net was a net expense of $11.8 million in the first quarter ended March 31, 2018 compared to a net expense of $6.6 million in the first quarter ended March 31, 2017 . The change from the prior year was primarily due to a $3.9 million reduction in earnings from joint ventures, a $2.2 million increase in interest expense and a decrease of $0.9 million in interest income. Increase in expenses was offset by a $1.9 million change in the adjustment to reduce the carrying amount of tax equity solar investments.
Income tax (expense) benefit was a benefit of $2.7 million in the first quarter ended March 31, 2018 due to a taxable loss incurred in the operations of the Company's taxable REIT subsidiary. During the first quarter ended March 31, 2017 , the Company generated an income tax benefit of $0.8 million primarily due to tax benefits realized on employee stock option exercises.

25


Net gain (loss) on sale of improved property and ground leased land during the first quarter ended March 31, 2018 was $49.6 million due to the aggregate gain realized on the sales of six mainland properties (Concorde Commerce Center, Deer Valley Financial Center, 1800 and 1820 Preston Park, Little Cottonwood Center, Royal MacArthur Center, and Sparks Business Center) and three Hawai`i assets (Stangenwald Building, Judd Building and land underlying a ground lease) as compared to a gain on the sale of a Hawai`i commercial property (Maui Clinic Building) of $3.0 million during the first quarter ended March 31, 2017 .
Income attributable to noncontrolling interest decreased by $0.6 million in the first quarter ended March 31, 2018 compared to the first quarter ended March 31, 2017 . The noncontrolling interest represents third-party noncontrolling interests in two entities consolidated by Grace and in which Grace owns a 70 percent and 51 percent share in each.

26


ANALYSIS OF OPERATING REVENUE AND PROFIT BY SEGMENT
Commercial Real Estate - First quarter of 2018 compared with 2017
 
Three Months Ended March 31,
 
 
(dollars in millions)
2018
 
2017
 
Change
Commercial Real Estate operating revenue
$
35.2

 
$
33.7

 
4.5
 %
Commercial Real Estate operating costs and expenses
(18.6
)
 
(18.8
)
 
(1.1
)%
Selling, general and administrative
(1.7
)
 
(1.1
)
 
54.5
 %
Intersegment operating revenue, net 1
0.6

 
0.6

 
—
 %
Other income/(expense), net
—

 
(0.1
)
 
(100.0
)%
Commercial Real Estate operating profit
$
15.5

 
$
14.3

 
8.4
 %
Operating profit margin
44.0
%
 
42.4
%

 
Cash Net Operating Income ("Cash NOI") 2
 
 
 
 
 
   Hawai`i
$
20.4

 
18.7

 
9.1
 %
   Mainland
1.4

 
2.7

 
(48.1
)%
Total
$
21.8

 
$
21.4

 
1.9
 %
Same-Store Cash Net Operating Income ("Same-Store Cash NOI") 2
 
 
 
 
 
   Hawai`i
$
18.8

 
$
18.3

 
2.8
 %
Gross Leasable Area ("GLA") (million sq. ft.) - Improved (end of period)
 
 
 
 
 
Hawai`i
3.3

 
2.9

 
 
Mainland
—

 
1.8

 
 
Total improved
3.3

 
4.7

 
 
Hawai`i ground leases (acres at end of period)
111

 
116

 
 
1 Intersegment operating revenue for Commercial Real Estate is primarily from our Materials & Construction segment and is eliminated in our consolidated results of operations.
2 Refer to page 30 for a discussion of management's use of a non-GAAP financial measure and the required reconciliation of non-GAAP measures to GAAP measures.
Commercial Real Estate operating revenue for the first quarter ended March 31, 2018 was 4.5% percent higher than the first quarter ended March 31, 2017 , and operating profit for 2018 was 8.4% higher than the first quarter ended March 31, 2017 primarily attributable to the increases in Hawai`i same-store rents. "Same-store" refers to properties that were owned and operated for the entirety of the prior calendar year. The same-store pool excludes properties under development or redevelopment and also excludes properties acquired or sold during the comparable reporting periods, including stabilized properties. New developments and redevelopments are moved into the same-store pool upon one full calendar year of stabilized operation, which is typically upon attainment of market occupancy.
Occupancy represents the percentage of square footage leased and commenced to gross leasable space at the end of the period reported. The Company's commercial portfolio's occupancy and same-store occupancy percentage summarized by geographical location and property type as of March 31, 2018 and 2017 was as follows:
Occupancy*
 
 
 
 
 
 
As of
 
As of
 
Percentage Point Change
 
March 31, 2018
 
March 31, 2017
 
Retail
93.1%
 
93.2%
 
(0.1)
Industrial
89.3%
 
95.6%
 
(6.3)
Office
90.1%
 
89.6%
 
0.5
Total
91.8%
 
93.7%
 
(1.9)


27


Same-Store Occupancy
 
 
 
 
 
As of
 
As of
 
Percentage Point Change
 
March 31, 2018
 
March 31, 2017
 
Retail
92.8%
 
93.2%
 
(0.4)
Industrial
88.7%
 
95.6%
 
(6.9)
Office
90.1%
 
90.2%
 
(0.1)
Total
91.4%
 
93.8%
 
(2.4)
* During the three months ended March 31, 2018, the Company disposed of its mainland commercial properties and, therefore, removed the occupancy statistics from mainland commercial properties owned as of March 31, 2017 from the occupancy table.
GLA was 3.3 million square feet at March 31, 2018 , compared to 4.0 million square feet as of December 31, 2017 , as a result of the following activity related to improved properties:
Dispositions
 
Acquisitions
Date
 
Property
 
GLA
 
Date
 
Property
 
GLA
3/18
 
Sparks Business Center
 
396,100

 
2/18
 
Laulani Village
 
175,600

3/18
 
1800 and 1820 Preston Park
 
198,800

 
2/18
 
Hokulei Village
 
119,200

3/18
 
Little Cottonwood Center
 
141,500

 
2/18
 
Pu'unene Shopping Center
 
120,400

1/18
 
Concorde Commerce Center
 
138,700

 
 
 
 
 
 
2/18
 
Deer Valley Financial Center
 
126,600

 
 
 
 
 
 
3/18
 
Royal MacArthur Center
 
44,900

 
 
 
 
 
 
3/18
 
Stangenwald Building
 
27,100

 
 
 
 
 
 
3/18
 
Judd Building
 
20,200

 
 
 
 
 
 
3/18
 
Wailuku, Maui
 
N/A

 
 
 
 
 
 
 
 
Total improved dispositions
 
1,093,900

 
 
 
Total improved acquisitions
 
415,200

Use of Non-GAAP Financial Measures
The Company uses non-GAAP measures when evaluating operating performance because management believes that they provide additional insight into the Company's and segments' core operating results, and/or the underlying business trends affecting performance on a consistent and comparable basis from period to period. These measures generally are provided to investors as an additional means of evaluating the performance of ongoing core operations.
Cash Net Operating Income is a non-GAAP measure used by the Company in evaluating the CRE segment's operating performance, as it is an indicator of the return on property investment and enables a comparison of results of operations, on an unlevered basis, over time. Cash NOI should be not be viewed as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
    
Cash NOI is calculated as total Commercial Real Estate operating revenues less direct property-related operating expenses. Cash NOI excludes straight-line rent adjustments, amortization of favorable/unfavorable leases, amortization of lease incentives, general and administrative expenses, impairments of commercial real estate assets, l ease termination income, and depreciation and amortization (including amortization of maintenance capital, tenant improvements and leasing commissions).
The Company's methods of calculating non-GAAP measures may differ from methods employed by other companies and thus may not be comparable to such other companies.


28


A reconciliation of Commercial Real Estate operating profit to Commercial Real Estate Cash NOI for the quarters ended March 31, 2018 and 2017 are as follows (in millions):
 
Three Months Ended March 31,
(in millions)
2018
 
2017
Commercial Real Estate Operating Profit
$
15.5

 
$
14.3

Plus: Depreciation and amortization
6.3

 
6.6

Less: Straight-line lease adjustments
(0.1
)
 
(0.5
)
Less: Favorable/(unfavorable) lease amortization
(0.6
)
 
(0.8
)
Less: Termination income
(1.1
)
 
—

Plus: Other (income)/expense, net
—

 
0.1

Plus: Selling, general, administrative and other expenses
1.8

 
1.7

Commercial Real Estate Cash NOI
$
21.8

 
$
21.4

Land Operations - First quarter of 2018 compared with 2017
Direct year-over-year comparison of the Land Operations segment results may not provide a consistent, measurable indicator of future performance because results from period to period are significantly affected by the mix and timing of property sales. Operating results, by virtue of each project's asset class, geography and timing are inherently variable. Earnings from joint venture investments are not included in segment revenue, but are included in operating profit. The mix of real estate sales in any year or quarter can be diverse and can include developed residential real estate, developable subdivision lots, undeveloped land, and property sold under threat of condemnation. The sale of undeveloped land and vacant parcels in Hawai`i generally provides higher margins than does the sale of developed property, due to the low historical cost basis of the Company's land owned in Hawai`i. Consequently, Land Operations revenue trends, cash flows from the sales of real estate, and the amount of real estate held for sale on the Company's balance sheet do not necessarily indicate future profitability trends for this segment. Additionally, the operating profit reported in each quarter does not necessarily follow a percentage of sales trend because the cost basis of property sold can differ significantly between transactions.
 
Three Months Ended March 31,
(in millions)
2018

2017
Development sales revenue
$
23.0

 
$
2.4

Unimproved/other property sales revenue
0.3

 
1.6

Other operating revenues 1
6.0

 
7.0

Total Land Operations operating revenue
29.3

 
11.0

Operating expenses
(32.2
)
 
(11.8
)
Earnings (loss) from joint ventures
(2.6
)
 
0.1

Reductions in solar investments, net
(0.1
)
 
(2.0
)
Interest and other income (expense), net
0.2

 
0.3

Total Land Operations operating income (loss)
$
(5.4
)
 
$
(2.4
)
1 Other operating revenues includes revenue related to trucking, renewable energy and diversified agriculture. In December 2016, the Company completed its final sugar harvest and ceased its sugar operations. The results of sugar operations have been presented within discontinued operations for all periods presented.

First quarter 2018 : Land Operations revenue was $29.3 million and included sales of one Kahala Avenue parcel and 16 units for the Company's Kamalani project in Kihei, Maui, along with trucking service and power sales revenues.
The Land Operations segment incurred an operating loss of $5.4 million during the first quarter ended March 31, 2018 including a net loss of $2.6 million from its real estate development joint ventures. The net loss from joint ventures was primarily due to remediation costs incurred for construction-related defects that were isolated to a residential, development project in which the Company recorded an equity method investment loss of $4.2 million during the quarter. The Land Operations segment results also included a $0.1 million non-cash reduction in the carrying value of the Company's Solar Investment and $0.2 million of interest and other income.

29


First quarter 2017 : Land Operations operating revenue and operating loss were $11.0 million and $2.4 million , respectively. Land Operations segment revenue included the sale of a 1-acre lot at Maui Business Park, and a 0.8-acre vacant, urban parcel on Maui, offset by operating expenses and a $2.0 million non-cash reduction in the carrying value of the Company's Waihonu solar investment.
Discontinued Operations - First quarter of 2018 compared with 2017
The revenue, operating income (loss), and after-tax effects of discontinued operations for the first quarters ended March 31, 2018 and 2017 were as follows (in millions):
 
Three Months Ended March 31,
(in millions)
2018
 
2017
Sugar operations revenue
$
—

 
$
22.1

Cost of discontinued sugar operations
0.1

 
22.3

Operating income (loss) from sugar operations
(0.1
)
 
(0.2
)
Gain on asset dispositions
—

 
4.1

Income (loss) from discontinued operations before income taxes
(0.1
)
 
3.9

Income tax benefit (expense)
—

 
(1.5
)
Income (loss) from discontinued operations
$
(0.1
)
 
$
2.4

First quarter 2018 : Loss from discontinued operations was $0.1 million during the first quarter ended March 31, 2018 ; see Note 14 "Cessation of Sugar Operations".
First quarter 2017 : Income from discontinued operations of $2.4 million during the first quarter ended March 31, 2017 included the gain on asset dispositions and the results of operations related to the final sugar voyage, partially offset by cessation-related costs. During the first quarter ended March 31, 2017, the Company sold mobile equipment assets and its bulk sugar transportation vessel which resulted in a total gain of $4.1 million. Additionally, the Company recognized revenue and operating profit during the first quarter of 2017, primarily related to the final delivery of sugar inventory, which occurred in January 2017. The cessation charges included costs related to employee severance and benefits, as well as property removal, restoration and other exit-related costs.
Materials & Construction - First quarter of 2018 compared with 2017
    
 
Three Months Ended March 31,
 
 
(in millions)
2018
 
2017
 
Change
Materials & Construction operating revenue
$
48.8

 
$
48.5

 
0.6%
Operating Profit (Loss)
$
0.2

 
$
5.6

 
(96.4)%
Operating margin percentage
0.4
%
 
11.5
%
 
(96.5)%
Depreciation and amortization
$
3.0

 
$
3.0

 
—%
Aggregate tons delivered (tons in thousands)
167.3

 
165.3

 
1.2%
Asphalt tons delivered (tons in thousands)
108.7

 
134.7

 
(19.3)%
Backlog 1,2  at period end
$
198.4

 
$
213.2

 
(6.9)%
1 Backlog represents the total of (1) the amount of revenue that Grace Pacific and Maui Paving, LLC, a 50-percent-owned unconsolidated affiliate, expect to realize on contracts awarded and (2) government contracts in which Grace Pacific has been confirmed to be the lowest bidder and formal communication of the award is perfunctory ( $11.0 million as of March 31, 2018 ). Backlog primarily consists of asphalt paving and, to a lesser extent, Grace Pacific’s consolidated revenue from its Prestress and construction-and traffic control-related products. Backlog includes estimated revenue from the remaining portion of contracts not yet completed, as well as revenue from approved change orders. The length of time that projects remain in backlog can span from a few days for a small volume of work to 36 months for large paving contracts and contracts performed in phases. Maui Paving's backlog at March 31, 2018 and 2017 was $8.4 million and $13.3 million , respectively.
2 As of March 31, 2018 and 2017 , the backlog included contractual revenue with related parties of $0.8 million and $0.8 million , respectively.

30


Materials & Construction revenue was $48.8 million for the first quarter ended March 31, 2018 , compared to $48.5 million for the first quarter ended March 31, 2017 . Backlog at the end of March 31, 2018 was $198.4 million , compared to $202.1 million as of December 31, 2017 .
Operating profit was $0.2 million for the first quarter ended March 31, 2018 , compared to $5.6 million for the first quarter ended March 31, 2017 . Operating profit was negatively impacted by lower paving margins primarily resulting from reduced paving volumes due to weather, lower pricing margins, lower joint venture earnings and higher general and administrative expenses. Earnings from joint venture investments are not included in segment revenue but are included in operating profit.
LIQUIDITY AND CAPITAL RESOURCES
Overview: A&B's primary liquidity needs have historically been to support working capital requirements and fund capital expenditures, commercial real estate acquisitions and real estate developments. A&B's principal sources of liquidity have been cash flows provided by operating activities, available cash and cash equivalent balances, and borrowing capacity under its various credit facilities.
A&B's operating income is generated by its subsidiaries. There are no material restrictions on the ability of A&B's wholly owned subsidiaries to pay dividends or make other distributions to A&B. A&B regularly evaluates investment opportunities, including development projects, commercial real estate acquisitions, joint venture investments, share repurchases, business acquisitions and other strategic transactions to increase shareholder value. A&B cannot predict whether or when it may make investments or what impact any such transactions could have on A&B's results of operations, cash flows or financial condition.
Cash Flows: Cash flows from operations was $8.5 million for the first quarter ended March 31, 2018 , while cash flows used in operations for the quarter ended March 31, 2017 was $10.6 million . The increase in cash flows from operating activities is primarily attributable to real estate development sales.
Cash used in investing activities was $56.1 million and $12.0 million for the first quarters ended March 31, 2018 and 2017 , respectively. During the first quarter ended March 31, 2018 , the net cash used in investing activities included cash outlays of $207.4 million related to capital expenditures, which included cash outflows of $194.7 million due to the Company's acquisitions of Laulani Village Shopping Center ("Laulani Village"), Hokulei Village Shopping Center, and Pu`unene Shopping Center (collectively, "TRC Acquisition"). Cash used in investing activities during the quarter ended March 31, 2018 also included $ 9.2 million related to investments in unconsolidated affiliates. Cash flows from investing activities during the quarter ended March 31, 2018 included proceeds of $155.4 million resulting from the sales of six mainland properties and three Hawai`i assets. Other investing cash flow activity during the quarter ended March 31, 2018 included $ 5.1 million of proceeds from joint ventures and other investments.
Net cash flows used in investing activities for capital expenditures were as follows:
 
Three Months Ended March 31,
 
 
(in millions)
2018
 
2017
 
Change
Commercial real estate property acquisitions/improvements
$
202.4

 
$
2.6

 
77X
Tenant improvements
3.2

 
0.6

 
4X
Quarrying and paving
1.3

 
2.3

 
(43.5)%
Agribusiness and other
0.5

 
0.6

 
(16.7)%
Total capital expenditures 1
$
207.4

 
$
6.1

 
33X
1  
Excludes capital expenditures for real estate developments to be held and sold as real estate development inventory, which are classified in the consolidated statement of cash flows as operating activities and are excluded from the table above.
Net cash flows used in financing activities was $12.0 million for the first quarter ended March 31, 2018 , as compared to net cash provided by financing activities for the first quarter ended March 31, 2017 of $37.3 million . The decrease in cash flows used in financing activities in 2018 as compared to 2017 was primarily due to $156.6 million of cash dividends paid made in connection with the Special Distribution to the Company's shareholders related to the REIT Conversion, offset by net proceeds from the issuance of long-term debt.
In connection with the TRC Acquisition, the Company assumed a $62.0 million mortgage secured by Laulani Village that matures on May 1, 2024. The note bears interest at 3.93% and requires monthly interest payments of approximately $0.2

31


million until May 2020 and principal and interest payments of approximately $0.3 million thereafter.

The TRC Acquisition was funded through proceeds from the sales of U.S. Mainland commercial properties and three Hawai`i properties via tax-deferred §1031 exchanges, the assumption of a $62.0 million mortgage secured by Laulani Village, and borrowings under the Company's revolving senior credit facility at the time of closing.
On February 26, 2018 , the Company entered into an agreement with Wells Fargo Bank, National Association and a syndicate of other financial institutions that provides for a $50.0 million term loan facility. The Company also drew $50.0 million under the Wells Fargo Term Facility on February 26, 2018 and used such term loan proceeds to repay amounts that were borrowed under the Company's Revolving Credit Facility. Borrowings under the Wells Fargo Term Facility bear interest at a stated rate, as defined, plus a margin that is determined using a leverage based pricing grid.
The Company believes that funds generated from results of operations, available cash and cash equivalents, and available borrowings under credit facilities will be sufficient to finance the Company's business requirements for the next fiscal year, including working capital, capital expenditures, potential acquisitions and stock repurchases. There can be no assurance, however, that the Company will continue to generate cash flows at or above current levels or that it will be able to maintain its ability to borrow under its available credit facilities.
Other Sources of Liquidity: Additional sources of liquidity for the Company consisted of cash and cash equivalents, trade and income tax receivables, contracts retention, and inventories, totaling $130.4 million at March 31, 2018 , a decrease of $43.7 million from December 31, 2017 . The decrease is primarily due to a reduction in cash from capital expenditures and asset acquisitions during the first quarter ended March 31, 2018 .
The Company also has revolving credit and term facilities that provide additional sources of liquidity for working capital requirements or investment opportunities on a short-term as well as longer-term basis. At March 31, 2018 , the Company had $181.2 million of revolving credit borrowings outstanding, $11.8 million in letters of credit had been issued against the facility, and $268.8 million remained available.
Balance Sheet: The Company had working capital of $55.2 million as of March 31, 2018 , which is an increase of $707.2 million , from a $652.0 million working capital deficit as of December 31, 2017 . The change in the working capital is primarily due to cash dividends of $156.6 million paid and stock dividends of $626.4 million issued in January 2018, offset by a decrease in cash related to capital expenditures and asset acquisitions.
Tax-Deferred Real Estate Exchanges:
Sales: During the first quarter ended March 31, 2018 , sales and condemnation proceeds that qualified for potential tax-deferral treatment under Internal Revenue Code §1031 and §1033 totaled approximately $155.2 million .
Purchases: During the first quarter ended March 31, 2018 , the Company utilized $174.8 million of funds from tax-deferred sales or condemnations.
Proceeds from §1031 tax-deferred sales are held in escrow pending future use to purchase new real estate assets. The proceeds from §1033 condemnations are held by the Company until the funds are redeployed. As of  March 31, 2018 , there were approximately $16.9 million from tax-deferred sales or condemnations that were designated to fund the TRC Acquisition but had not yet been reinvested.
OTHER MATTERS
Critical Accounting Estimates:   The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, upon which the Management's Discussion and Analysis is based, requires that management exercise judgment when making estimates and assumptions about future events that may affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty and actual results will, inevitably, differ from those critical accounting estimates. These differences could be material. The most significant accounting estimates inherent in the preparation of A&B's financial statements were described in Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's 2017 Form 10-K.

32


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information concerning market risk is incorporated herein by reference to Item 7A of the Company's Form 10-K for the fiscal year ended December 31, 2017 . There has been no material change in the quantitative and qualitative disclosures about market risk since December 31, 2017 .
ITEM 4. CONTROLS AND PROCEDURES
(a)
Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2018 , the Company’s disclosure controls and procedures were effective.
(b)     Internal Control Over Financial Reporting
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company's fiscal first quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

33


PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS     
The information set forth under the "Legal Proceedings and Other Contingencies" section in Note 3 of Notes to Condensed Consolidated Financial Statements, included in Part I, Item 1 of this report, is incorporated herein by reference.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
Period
Total Number of
Shares Purchased 1
Average Price
Paid per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
Maximum Number
of Shares that
May Yet Be Purchased
Under the Plans
or Programs
January 1-31, 2018
62,731
$
28.60

—
—
February 1-28, 2018
—
$
—

—
—
March 1-31, 2018
—
$
—

—
—
1 Represents shares accepted in satisfaction of tax withholding obligations arising upon the vesting of restricted stock unit awards.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4. MINE SAFETY DISCLOSURES
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulations S-K (17 CFR 229.104) is included in Exhibit 95 to this periodic report on Form 10-Q.

ITEM 5. OTHER INFORMATION
None.

34


EXHIBIT INDEX
10.a.(xix)  
10.a.(xx)  
10.a.(xxi)  
10.a.(xxxiii)  
10.a.(xxxiv)  
10.a.(xxxv)  
10.a.(xxxvi)  
31.1
31.2
32
101
The following information from Alexander & Baldwin, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 , formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and March 31, 2017 , (ii) Condensed Consolidated Statement of Comprehensive Income (Loss) for the three months ended March 31, 2018 and March 31, 2017 , (iii) Condensed Consolidated Balance Sheets at March 31, 2018 and December 31, 2017 , (iv) Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2018 and March 31, 2017 , (v) Condensed Consolidated Statements of Equity for the three months ended March 31, 2018 and March 31, 2017 , and (vi) the Notes to the Condensed Consolidated Financial Statements.
95




35


SIGNATURE
    
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
 
 
ALEXANDER & BALDWIN, INC.
 
 
(Registrant)
 
 
 
 
 
 
May 9, 2018
 
By: /s/ James E. Mead
 
 
James E. Mead
 
 
Executive Vice President, Chief Financial Officer
 
 
 
 
 
 
May 9, 2018
 
By: /s/ Clayton K.Y. Chun
 
 
Clayton K.Y. Chun
 
 
Vice President, Chief Accounting Officer and Controller

36


2
Hawaii
Loan No. 340128      PROMISSORY NOTE

$62,000,000.00      Dated as of April 10, 2014

For value received, the undersigned, herein called "Borrower," promises to pay to the order of THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation, who, together with any subsequent holder of this note (hereinafter, the "Note"), is hereinafter referred to as "Lender", at 720 E. Wisconsin Avenue, Milwaukee, WI 53202 or at such other place as Lender shall designate in writing, in coin or currency which, at the time or times of payment, is legal tender for public and private debts in the United States, the principal sum of SIXTY-TWO MILLION DOLLARS or so much thereof as shall have been advanced from time to time plus interest on the outstanding principal balance at the rate and payable as follows:

Interest shall accrue from the date of advance until maturity at the rate of three and ninety-three hundredths percent (3.93%) per annum (the "Interest Rate").
Accrued interest only on the amount advanced shall be paid on the first day of the month following the date of advance ("Amortization Period Commencement Date") and the first day of each month thereafter for the next Seventy-two (72) months. On the first day of the Seventy-third (73 rd ) month and on the first day of each month thereafter until maturity, installments of principal and interest shall be paid in the amount of $293,501.00.
Interest will be calculated assuming each month contains thirty (30) days and each calendar year contains three hundred sixty (360) days. In the event of a partial month, however, interest for such partial month will be calculated based on the actual number of days the principal balance of this Note is outstanding in the month and the actual number of days in the calendar year.
Payments shall be made directly to Lender by electronic transfer of funds using the Automated Clearing House System. To effectuate these payments, Borrower, at or prior to the date hereof, shall execute an ACH form provided by Lender. All installments shall be applied first in payment of interest, calculated monthly on the unpaid principal balance, and the remainder of each installment shall be applied in payment of principal. The entire unpaid principal balance plus accrued interest thereon shall be due and payable on May 1, 2024 (the "Maturity Date").

Provided Lender has no further obligation to advance principal under this Note to Borrower, beginning June 1, 2014, Borrower shall have the right, upon not less than ten (10) Business Days prior written notice, to prepay (on a Business Day only) this Note in full with a Prepayment Fee (as hereinafter defined); provided, however, that such notice must contain the anticipated date of prepayment. If Borrower fails to prepay on, or within five (5) Business Days before or after such anticipated date of prepayment, such failure shall be deemed to be a withdrawal of Borrower's notice of prepayment, and Borrower shall be required to submit another




written notice of prepayment pursuant to the terms and conditions set forth in this Note if Borrower thereafter elects to prepay this Note. This Prepayment Fee represents consideration to Lender for loss of yield and reinvestment costs and shall also be payable whenever prepayment occurs as a result of the application of Condemnation Proceeds as defined in the Lien Instrument (as hereinafter defined). The Prepayment Fee shall be the greater of Yield Maintenance or one percent (1%) of the outstanding principal balance of this Note (the "Prepayment Fee"). The Prepayment Fee shall be calculated as of the Prepayment Fee Determination Date.

"Business Day" means any day other than a Saturday, a Sunday or a day on which: (i) Lender is closed for business or (ii) the Federal Reserve Bank of New York is closed for business.

"Yield Maintenance" means the amount, if any, by which

(i)      the present value on the Prepayment Fee Determination Date of the Then Remaining Payments determined by using the Periodic Discount Rate; exceeds

(ii)      the outstanding principal balance of this Note (exclusive of all accrued interest) on the Prepayment Fee Determination Date.

"Prepayment Fee Determination Date" means

(A)
In the case of a voluntary prepayment, the date of the voluntary prepayment;
(B)

(C)
In the case of a prepayment following an acceleration of the Indebtedness (as hereinafter defined), the date of such acceleration;
(D)

(E)
In the case of a prepayment due to a condemnation:
(F)

(1)
involving the filing of a claim for the Prepayment Fee with the condemning authority or court of competent jurisdiction, the date of such filing; or

(2)
not involving the filing of a claim for the Prepayment Fee with the condemning authority or court of competent jurisdiction, the date of such prepayment;

(G)
In the case of Borrower becoming a debtor in a bankruptcy or other insolvency proceeding, the date of Lender's filing of its proof of claim in such proceeding.

"Then Remaining Payments" means payments in such amounts and at such times as would have been payable subsequent to the Prepayment Fee Determination Date (assuming no prepayment) in accordance with the terms of this Note.

"Periodic Discount Rate" means the rate which, when compounded monthly, equals the Treasury Rate.

"Treasury Rate" means:





(A)
The linearly interpolated yield, compounded semi-annually, of the two (2) most recently auctioned (on the run) non-callable U.S. Treasury bonds, notes or bills (other than inflation indexed (i.e., inflation protected) securities) issued by the United States Treasury having maturity dates equivalent or most nearly equivalent to the Average Life Date as reported (on-line or otherwise) by The Wall Street Journal one (1) Business Day prior to the Prepayment Fee Determination Date; or

(A)
If the yields from (A) above are not available, the linearly interpolated yield, compounded semi-annually, of the two (2) Treasury Constant Maturity Series (other than inflation indexed (i.e., inflation protected) securities) having constant maturity dates equivalent or most nearly equivalent to the Average Life Date as reported, for the latest day for which such yields shall have been so reported, as of one (1) Business Day preceding the Prepayment Fee Determination Date, in Federal Reserve Statistical Release H.15 (or comparable successor publication); or

(C)
If the yields from (A) and (B) above are not available, a rate comparable to what would have been calculated under clause (A) or (B) above, as reasonably determined by Lender.

To the extent that the source used in (A), (B) or (C) above updates treasury yield information during the day, Lender shall rely on the treasury yields reported prior to 12:00 Noon (Central Time) one (1) Business Day prior to the Prepayment Fee Determination Date.

"Average Life Date" means the date which is the Remaining Average Life from the Prepayment Fee Determination Date.

"Remaining Average Life" means the number of years (calculated to the nearest day) obtained by dividing:

(A)      the sum of the products obtained by multiplying

(1)      the principal component of each Then Remaining Payment;

by

(2)      the number of years (calculated to the nearest day) that will elapse between the Prepayment Fee Determination Date and the scheduled due date of such Then Remaining Payment;

by

(B)      The outstanding principal balance of this Note (exclusive of all accrued interest) on the Prepayment Fee Determination Date.

Upon the occurrence of an Event of Default (as defined in the Lien Instrument) followed by the acceleration of the whole indebtedness evidenced by this Note, the payment of such indebtedness will constitute an evasion of the prepayment terms hereunder and be deemed to be a




voluntary prepayment hereof and such payment will, therefore, to the extent not prohibited by law, include the Prepayment Fee required under the prepayment in full right recited above.

Borrower shall have a one-time right, upon not less than ten (10) Business Days prior written notice to a partial prepayment (on a Business Day only) of this Note with a Prepayment Fee; provided, however, that such notice must contain the anticipated date of prepayment. The partial prepayment shall be for no more than $10,000,000.00 and the prepayment shall be subject to the Prepayment Fee.

In the event of a partial prepayment of this Note for any reason contemplated in the Loan Documents (as defined in the Lien Instrument), the Prepayment Fee, if required, shall be an amount equal to the Prepayment Fee if this Note were prepaid in full, multiplied by a fraction, the numerator of which shall be the principal amount prepaid and the denominator of which shall be the outstanding principal balance of this Note immediately preceding the Prepayment Fee Determination Date with respect to such partial prepayment.

Notwithstanding the above and provided Borrower is not in default under any provision contained in the Loan Documents, this Note may be prepaid in full at any time, without a prepayment fee, during the last sixty (60) days of the term of this Note.

The prepayment of this Note as herein provided, together with the Prepayment Fee (if required as herein provided) if received by Lender prior to 12:00 p.m. Central Time on a Business Day, shall be credited on that Business Day, or, if received by Lender at or after 12:00 p.m. Central Time on a Business Day, shall, at Lender's option, be credited on the next Business Day.

Borrower acknowledges and agrees that the Interest Rate hereunder shall be increased if certain financial statements and other reports and evidence of insurance acceptable to Lender are not furnished to Lender, all as described in more detail in the provision s of the Lien Instrument entitled " Financial Statements " and " Insurance ".

This Note is secured by certain property (the "Property") in the City and County of Honolulu, State of Hawaii described in a Mortgage and Security Agreement (the "Lien Instrument") of even date herewith executed by TRC LAULANI VILLAGE, LLC, a Delaware limited liability company to THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY.

Upon the occurrence of an Event of Default (as defined in the Lien Instrument), the whole unpaid principal hereof and accrued interest shall, at the option of Lender, to be exercised at any time thereafter, become due and payable at once without notice, notice of the exercise of, and the intent to exercise, such option being hereby expressly waived.

All parties at any time liable, whether primarily or secondarily, for payment of indebtedness evidenced hereby, for themselves, their heirs, legal representatives, successors and assigns, respectively, expressly waive presentment for payment, notice of dishonor, protest, notice of protest, and diligence in collection; consent to the extension by Lender of the time of said payments or any part thereof; further consent that the real or collateral security or any part thereof may be released by Lender, without in any way modifying, altering, releasing, affecting, or




limiting their respective liability or the lien of the Lien Instrument; and agree to pay reasonable attorneys' fees and expenses of collection in case this Note is placed in the hands of an attorney for collection or suit is brought hereon and any attorneys' fees and expenses incurred by Lender to enforce or preserve its rights under any of the Loan Documents in any bankruptcy or insolvency proceeding.

All amounts due Lender including principal and, to the extent permitted by applicable law, interest not paid when due (without regard to any notice and/or cure provisions contained in any of the Loan Documents), including principal becoming due by reason of acceleration by Lender of the entire unpaid balance of this Note, shall bear interest from the due date thereof until paid at the Default Rate. "Default Rate" means the lower of a rate equal to the interest rate in effect at the time of the default as herein provided plus 5% per annum or the maximum rate permitted by law.

No provision of this Note shall require the payment or permit the collection of interest, including any fees paid which are construed under applicable law to be interest, in excess of the maximum permitted by law. If any such excess interest is collected or herein provided for, or shall be adjudicated to have been collected or be so provided for herein, the provisions of this paragraph shall govern, and Borrower shall not be obligated to pay the amount of such interest to the extent that it is in excess of the amount permitted by law. Any such excess collected shall, at the option of Lender, unless otherwise required by applicable law, be immediately refunded to Borrower or credited on the principal of this Note immediately upon Lender's awareness of the collection of such excess.

Notwithstanding any provision contained herein or in the Lien Instrument to the contrary, if Lender shall take action to enforce the collection of the indebtedness evidenced hereby or secured by the Lien Instrument (collectively, the "Indebtedness"), its recourse shall, except as provided below, be limited to the Property or the proceeds from the sale of the Property and the proceeds realized by Lender in exercising its rights and remedies (i) under the Absolute Assignment (as defined in the Lien Instrument), (ii) under the Guarantee of Recourse Obligations of even date herewith executed by Terramar Retail Centers, LLC (the "Principal") for the benefit of Lender and under other separate guarantees, if any, (iii) under any of the other Loan Documents (as defined in the Lien Instrument) and (iv) in any other collateral securing the Indebtedness. No direct or indirect owner of Borrower, no member of Borrower and no officer, director, employee, trustee, agent or advisor of: (i) Borrower, (ii) any member of Borrower or (iii) any direct or indirect owner of Borrower shall have any liability with respect to the Indebtedness. If such proceeds are insufficient to pay the Indebtedness, Lender will never institute any action, suit, claim or demand in law or in equity against Borrower or any direct or indirect owner of Borrower, member of Borrower officer, director, employee, trustee, agent or advisor of (i) Borrower, (ii) any member of Borrower or (iii) any direct or indirect owner of Borrower for or on account of such deficiency; provided, however, that the provisions contained in this paragraph

(i)      shall not in any way affect or impair the validity or enforceability of the Indebtedness or the Lien Instrument; and

(ii)      shall not prevent Lender from seeking and obtaining a judgment against Borrower, and Borrower shall be personally liable, for the Recourse Obligations.





"Recourse Obligations" means

(a) rents and other income from the Property received by Borrower or those acting on behalf of Borrower from and after a Monetary Default (as defined in the Lien Instrument) or a Non Monetary Default (as defined in the Lien Instrument), notice of which Non-Monetary Default has been given, in either case remaining uncured prior to the Conveyance Date (as hereinafter defined), which rents and other income have not been applied to the payment of principal and interest on this Note or to reasonable operating expenses of the Property;

(b) amounts necessary to repair any damage to the Property caused by the intentional acts or omissions of Borrower or those acting on behalf of Borrower;

(c) insurance loss and Condemnation Proceeds (as defined in the Lien Instrument) released to Borrower but not applied in accordance with any agreement between Borrower and Lender as to their application;

(d) the amount of insurance loss proceeds which would have been available with respect to a casualty on the Property, but were not available due to the default by Borrower in carrying all insurance required by Lender;

(e) damages suffered by Lender as a result of fraud or material misrepresentation in connection with the Indebtedness by Borrower or any other person or entity acting on behalf of Borrower;

(f) amounts in excess of any rents or other revenues collected by Lender from operation of the Property from and after acceleration of the Indebtedness until the Conveyance Date, which amounts are necessary to pay real estate taxes, special assessments and insurance premiums with respect to the Property (to the extent not previously deposited with Lender by Borrower pursuant to the provision of the Lien Instrument following the caption entitled " Deposits by Mortgagor "), and amounts required to fulfill Borrower's obligations as lessor under any leases of the Property, in each case, either paid by Lender and not reimbursed prior to, or remaining due or delinquent on the Conveyance Date;

(g) all security deposits under leases of the Property or any portion of the Property collected by Borrower, any agent of Borrower or any predecessor of Borrower, and not refunded to the tenants thereunder in accordance with their respective leases, applied in accordance with such leases or law or delivered to Lender, and all rents collected by Borrower, any agent of Borrower or any predecessor of Borrower more than thirty (30) days in advance of the due date and not applied in accordance with the leases of the Property or delivered to Lender;

(h) all outstanding amounts due under the Indebtedness, including principal, interest, and other charges if there shall be a violation of any of the provisions of the Lien Instrument following the caption entitled " Prohibition on Transfer/One-Time Transfer "; and





(i) reasonable attorneys' fees and expenses incurred to the extent suit is brought to collect any of the amounts described in subparagraphs (a) through (h) above.

"Conveyance Date" means (i) the later of (a) the date on which title vests in the purchaser at the foreclosure sale of the Property pursuant to the Lien Instrument or (b) the date on which Borrower's statutory right of redemption shall expire or be waived or (ii) the date of the conveyance of the Property to Lender in lieu of foreclosure.

All notices, demands, requests and consents permitted or required under this Note shall be given in the manner prescribed in the Lien Instrument.

This Note, the interpretation hereof and the rights, obligations, duties and liabilities hereunder shall be governed and controlled by the laws of the State of Hawaii.

TRC LAULANI VILLAGE, LLC, a Delaware
limited liability company

By:          /s/ Stephen M. Bowers                     
Name:      Stephen M. Bowers
Title:      President & CEO





ALEXANDER & BALDWIN, LLC
SERIES K SENIOR NOTE
No. K-1
ORIGINAL PRINCIPAL AMOUNT: $3,979,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.81%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2027
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or registered assigns, the principal sum of THREE MILLION NINE HUNDRED SEVENTY-NINE THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”),

 
 
 
SAN_FRANCISCO/#52500.2

between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory

 
 
 
SAN_FRANCISCO/#52500.2

 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

ALEXANDER & BALDWIN, LLC
SERIES K SENIOR NOTE
No. K-2
ORIGINAL PRINCIPAL AMOUNT: $7,337,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.81%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2027
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or registered assigns, the principal sum of SEVEN MILLION THREE HUNDRED THIRTY-SEVEN THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52500.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.

 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52500.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52500.2


ALEXANDER & BALDWIN, LLC
SERIES K SENIOR NOTE
No. K-3
ORIGINAL PRINCIPAL AMOUNT: $13,570,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.81%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2027
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to THE GIBRALTAR LIFE INSURANCE CO., LTD., or registered assigns, the principal sum of THIRTEEN MILLION FIVE HUNDRED SEVENTY THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52500.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.

 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52500.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52500.2


ALEXANDER & BALDWIN, LLC
SERIES K SENIOR NOTE
No. K-4
ORIGINAL PRINCIPAL AMOUNT: $1,380,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.81%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2027
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY, or registered assigns, the principal sum of ONE MILLION THREE HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52500.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.

 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52500.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52500.2


ALEXANDER & BALDWIN, LLC
SERIES K SENIOR NOTE
No. K-5
ORIGINAL PRINCIPAL AMOUNT: $1,679,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.81%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2027
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY, or registered assigns, the principal sum of ONE MILLION SIX HUNDRED SEVENTY-NINE THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52500.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52500.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52500.2


ALEXANDER & BALDWIN, LLC
SERIES K SENIOR NOTE
No. K-6
ORIGINAL PRINCIPAL AMOUNT: $3,525,900.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.81%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2027
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to FARMERS INSURANCE EXCHANGE, or registered assigns, the principal sum of THREE MILLION FIVE HUNDRED TWENTY-FIVE THOUSAND NINE HUNDRED AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52500.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52500.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52500.2


ALEXANDER & BALDWIN, LLC
SERIES K SENIOR NOTE
No. K-7
ORIGINAL PRINCIPAL AMOUNT: $1,511,100.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.81%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2027
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to MID CENTURY INSURANCE COMPANY, or registered assigns, the principal sum of ONE MILLION FIVE HUNDRED ELEVEN THOUSAND ONE HUNDRED AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52500.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.

 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52500.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52500.2


ALEXANDER & BALDWIN, LLC
SERIES K SENIOR NOTE
No. K-8
ORIGINAL PRINCIPAL AMOUNT: $1,518,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.81%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2027
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to FARMERS NEW WORLD LIFE INSURANCE COMPANY, or registered assigns, the principal sum of ONE MILLION FIVE HUNDRED EIGHTEEN THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52500.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.

 
 
 
SAN_FRANCISCO/#52500.2


 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52500.2

 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52500.2

ALEXANDER & BALDWIN, LLC
SERIES J SENIOR NOTE
No. J-1
ORIGINAL PRINCIPAL AMOUNT: $1,153,333.33
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.66%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2025
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or registered assigns, the principal sum of ONE MILLION ONE HUNDRED FIFTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE AND 33/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52499.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52499.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52499.2

ALEXANDER & BALDWIN, LLC
SERIES J SENIOR NOTE
No. J-2
ORIGINAL PRINCIPAL AMOUNT: $2,126,666.67
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.66%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2025
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or registered assigns, the principal sum of TWO MILLION ONE HUNDRED TWENTY-SIX THOUSAND SIX HUNDRED SIXTY-SIX AND 67/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52499.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52499.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52499.2


ALEXANDER & BALDWIN, LLC
SERIES J SENIOR NOTE
No. J-3
ORIGINAL PRINCIPAL AMOUNT: $3,933,333.33
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.66%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2025
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to THE GIBRALTAR LIFE INSURANCE CO., LTD., or registered assigns, the principal sum of THREE MILLION NINE HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE AND 33/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52499.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52499.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52499.2


ALEXANDER & BALDWIN, LLC
SERIES J SENIOR NOTE
No. J-4
ORIGINAL PRINCIPAL AMOUNT: $400,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.66%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2025
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY, or registered assigns, the principal sum of FOUR HUNDRED THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52499.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52499.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52499.2


ALEXANDER & BALDWIN, LLC
SERIES J SENIOR NOTE
No. J-5
ORIGINAL PRINCIPAL AMOUNT: $486,666.67
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.66%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2025
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY, or registered assigns, the principal sum of FOUR HUNDRED EIGHTY-SIX THOUSAND SIX HUNDRED SIXTY-SIX AND 67/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52499.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52499.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52499.2


ALEXANDER & BALDWIN, LLC
SERIES J SENIOR NOTE
No. J-6
ORIGINAL PRINCIPAL AMOUNT: $1,022,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.66%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2025
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to FARMERS INSURANCE EXCHANGE, or registered assigns, the principal sum of ONE MILLION TWENTY-TWO THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52499.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52499.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52499.2


ALEXANDER & BALDWIN, LLC
SERIES J SENIOR NOTE
No. J-7
ORIGINAL PRINCIPAL AMOUNT: $438,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.66%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2025
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to MID CENTURY INSURANCE COMPANY, or registered assigns, the principal sum of FOUR HUNDRED THIRTY-EIGHT THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52499.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52499.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52499.2


ALEXANDER & BALDWIN, LLC
SERIES J SENIOR NOTE
No. J-8
ORIGINAL PRINCIPAL AMOUNT: $440,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.66%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2025
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to FARMERS NEW WORLD LIFE INSURANCE COMPANY, or registered assigns, the principal sum of FOUR HUNDRED FORTY THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52499.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.

 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52499.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52499.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52499.2



Deal CUSIP Number: _________
Loan Number: 1017766
 
TERM LOAN AGREEMENT
dated as of February 26, 2018
among
ALEXANDER & BALDWIN, LLC,
GRACE PACIFIC LLC , and
The Other Borrowers Party Hereto,
as the Borrowers,
WELLS FARGO BANK, NATIONAL ASSOCIATION ,
as Agent,
WELLS FARGO SECURITIES, LLC ,
as sole bookrunner and lead arranger
and
The Other Lenders Party Hereto

 



    





Table of Contents
Section                                                  Page

Article I. DEFINITIONS AND ACCOUNTING TERMS
1
1.01
Defined Terms      1
1.02
Other Interpretive Provisions                               24
1.03
Accounting Terms .                                  25
1.04
Rounding                                      26
1.05
Times of Day                                      26
1.06
Rates                                          26
Article II. THE COMMITMENTS AND CREDIT EXTENSIONS
26
2.01
Term Loans                                      26
2.02
Borrowings, Conversions and Continuations of Committed Loans .          26
2.03
Funds Transfer Disbursements .                          28
2.04
Intentionally Omitted .                                  28
2.05
Prepayments .                                      28
2.06
Termination or Reduction of Undisbursed Commitments .              28
2.07
Repayment of Loans .                                  29
2.08
Interest .                                      29
2.09
Fees                                          29
2.10
Computation of Interest and Fees; Retroactive Adjustment of Applicable
Rate .                                          30
2.11
Evidence of Debt .                                  30
2.12
Payments Generally; Agent’s Clawback .                      31
2.13
Sharing of Payments by Lenders                          32
2.14
Intentionally Omitted .                                  33
2.15
Intentionally Omitted .                                  33
2.16
Defaulting Lenders .                                  33
2.17
Joint and Several Obligations .                              34
Article III. TAXES, YIELD PROTECTION AND ILLEGALITY
34
3.01
Taxes .                                          34
3.02
Illegality                                      39
3.03
Inability to Determine Rates .                              39
3.04
Increased Costs .                                  40
3.05
Compensation for Losses                              42
3.06
Mitigation Obligations; Replacement of Lenders .                  42
3.07
Survival                                      43
Article IV. CONDITIONS PRECEDENT TO EFFECTIVENESS AND CREDIT EXTENSIONS
43
4.01
Conditions of Effectiveness                              43
4.02
Conditions to all Credit Extensions                          44
Article V. REPRESENTATIONS AND WARRANTIES
44
5.01
Organization                                      44
5.02
Financial Statements .                                  45
5.03
Actions Pending                                  45
5.04
Outstanding Debt                                  45
5.05
Title to Properties                                  45




Table of Contents
(continued)
Section                                                  Page
5.06
Taxes                                          46
5.07
Conflicting Agreements and Other Matters                      46
5.08
ERISA .                                      46
5.09
Government Consent                                  46
5.10
Investment Company Status                              47
5.11
Real Property Matters                                  47
5.12
Possession of Franchises, Licenses, Etc                      47
5.13
Environmental and Safety Matters                          47
5.14
Hostile Tender Offers                                  47
5.15
Employee Relations                                  47
5.16
OFAC                                          48
5.17
Disclosure                                      48
5.18
Anti-Corruption Laws .                              48
5.19
No EEA Financial Institution .                              48
Article VI. AFFIRMATIVE COVENANTS
48
6.01
Financial Information                                  48
6.02
Inspection of Property                                  50
6.03
Covenant to Secure Obligations Equally                      50
6.04
Maintenance of Properties; Insurance                          51
6.05
Environmental and Safety Laws .                          51
6.06
Use of Proceeds                                  51
6.07
Additional Loan Parties .                              51
6.08
Anti-Corruption Laws .                              52
6.09
REIT Status .                                      52
Article VII. NEGATIVE COVENANTS
52
7.01
Financial Covenants .                                  52
7.02
Liens                                          53
7.03
Loans and Advances                                  54
7.04
Merger and Sale of Assets                              55
7.05
Priority Debt                                      56
7.06
Transactions with Holders of Partnership or Other Equity Interests          56
7.07
Use of Proceeds                                  56
7.08
Transfer of Assets to Subsidiaries                          57
7.09
Restricted Payments                                  57
7.10
Sanctions                                      57
7.11
Anti-Corruption Laws                                  57
7.12
Additional Agreements                              57
Article VIII. EVENTS OF DEFAULT AND REMEDIES
                      57
8.01
Events of Default                                  57
8.02
Remedies Upon Event of Default                          60
8.03
Application of Funds                                  61
Article IX. AGENT
61
9.01
Appointment and Authority                              61
9.02
Rights as a Lender                                  62




Table of Contents
(continued)
Section                                                  Page
9.03
Exculpatory Provisions                              62
9.04
Reliance by Agent                                  62
9.05
Delegation of Duties                                  63
9.06
Resignation of Agent .                                  63
9.07
Non-Reliance on Agent and Other Lenders                      64
9.08
No Other Duties, Etc                                  64
Article X. MISCELLANEOUS
64
10.01
Amendments, Etc                                  64
10.02
Notices; Effectiveness; Electronic Communication .                  66
10.03
No Waiver; Cumulative Remedies                          68
10.04
Expenses; Indemnity; Damage Waiver .                      68
10.05
Payments Set Aside                                  70
10.06
Successors and Assigns .                              70
10.07
Treatment of Certain Information; Confidentiality                  74
10.08
Right of Setoff                                      74
10.09
Interest Rate Limitation                              75
10.10
Counterparts; Integration; Effectiveness .                      75
10.11
Survival of Representations and Warranties                      75
10.12
Severability                                      75
10.13
Replacement of Lenders                              76
10.14
Governing Law; Jurisdiction; Etc .                          76
10.15
Waiver of Jury Trial                                  77
10.16
No Advisory or Fiduciary Responsibility                      78
10.17
Electronic Execution of Assignments and Certain Other Documents          78
10.18
USA PATRIOT Act                                  78
10.19
Acknowledgement and Consent to Bail-In of EEA Financial Institutions      79
Article XI. GUARANTY
79
11.01
Guaranty                                      79
11.02
Obligations Unconditional .                              80
11.03
Reinstatement                                      80
11.04
Certain Additional Waivers                              81
11.05
Remedies                                      81
11.06
Guaranty of Payment; Continuing Guaranty                      81
11.07
Further Agreements                                  81
11.08
Additional Liability of Guarantors                          81





Deal CUSIP Number: 01449LAC4
NAI-1503097548v1
SCHEDULES
2.01      Commitments and Applicable Percentages
5.01      Subsidiaries of Holdings and Ownership of Subsidiary Equity
7.02      Existing Liens
10.02      Agent’s Office; Certain Addresses for Notices

EXHIBITS
Form of :
A      Committed Loan Notice
B      Disbursement Instruction Agreement
C      Note
D      U.S. Tax Compliance Certificates
E-1      Assignment and Assumption
E-2      Administrative Questionnaire
F      Compliance Certificate
G      Guaranty
H      Notice of Loan Prepayment
I      [Intentionally Omitted]
J      Joinder Agreement






    
TERM LOAN AGREEMENT
This TERM LOAN AGREEMENT (“ Agreement ”) is entered into as of February 26, 2018, among ALEXANDER & BALDWIN, LLC, a Delaware limited liability company (the “ Company ”), GRACE PACIFIC LLC, a Hawaii limited liability company (“ Grace ”), Alexander & Baldwin, LLC, Series R (“ Series R ”), Alexander & Baldwin, LLC, Series T (“ Series T ”), Alexander & Baldwin, LLC, Series M (“ Series M ”) and certain Additional Borrowers from time to time party hereto (together with the Company, Grace, Series R, Series T and Series M, each individually, a “ Borrower ” and ALEXANDER & BALDWIN, LLC, a Delaware limited liability company (the “ Company ”), GRACE PACIFIC LLC, a Hawaii limited liability company (“ Grace ”), Alexander & Baldwin, LLC, Series R (“ Series R ”), Alexander & Baldwin, LLC, Series T (“ Series T ”), Alexander & Baldwin, LLC, Series M (“ Series M ”)), the Guarantors from time to time party hereto, each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Article I.

Article II. DEFINITIONS AND ACCOUNTING TERMS
. Defined Terms
. As used in this Agreement, the following terms shall have the meanings set forth below:
“ A&B ” means Alexander & Baldwin Investments, LLC, a Delaware limited liability company.
“ Accredited Appraiser ” means an appraiser selected by the Agent and reasonably acceptable to the Required Lenders.
“ Additional Borrower ” has the meaning set forth in Section 6.07(b) .
“ Additional Guarantor ” has the meaning set forth in Section 6.07(a) .
“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit E‑2 or any other form approved by the Agent.
“ Affiliate ” means, without duplication, any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of the Loan Documents, the term “Affiliate,” when used in reference to the Borrowers, shall not include Subsidiaries of the Borrowers.
“ Agent ” means Wells Fargo, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
“ Agent’s Office ” means the Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Agent may from time to time notify to the Company and the Lenders in writing.
“ Aggregate Commitments ” means, as of any date of determination, the Commitments of all the Lenders. The initial amount of the Aggregate Commitments in effect on the Closing Date is $50,000,000. The Aggregate Commitments may be decreased from time to time as provided herein.
“ Agreement ” means this Credit Agreement.







“ Agricultural Land ” means land owned in fee by Holdings or its Subsidiaries which is located in the State of Hawaii and zoned exclusively for agricultural purposes, but excluding watershed land, conservation land and pastureland.
“ Applicable Cap Rates ” means (i) 7.25% for Investment Properties, (ii) 9.00% for Agricultural Land which is leased to third parties, (iii) 8.00% for Leased Non-Agricultural Land which is located in the continental United States, and (iv) 7.50% for Leased Non-Agricultural Land which is located in the State of Hawaii.
“ Applicable Percentage ” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable. The Applicable Percentages shall be subject to adjustment as provided in Section 2.16 .
“ Applicable Rate ” means with respect to the Eurodollar Rate and the Base Rate, from time to time, the following percentages per annum, based upon the Total Debt to Total Adjusted Asset Value Ratio as set forth below:
Pricing Level
Total Debt to Total Adjusted Asset Value Ratio
Eurodollar Rate
Base
Rate
I
> 0.45 to 1.0
2.00%
1.00%
II
<  0.45 to 1.0 but > 0.35 to 1.0
1.80%
0.80%
III
<  0.35 to 1.0 but > 0.25 to 1.0
1.60%
0.60%
IV
<  0.25 to 1.0 but > 0.15 to 1.0
1.40%
0.40%
V
<  0.15 to 1.0
1.20%
0.20%
The Applicable Rate in effect on the Closing Date through the date on which the first Compliance Certificate is received by the Agent after the Closing Date shall be based on Pricing Level III. Thereafter the Applicable Rate shall be determined by reference to the Total Debt to Total Adjusted Asset Value Ratio as set forth in the most recent Compliance Certificate received by the Agent pursuant to Section 6.01(c) . Any increase or decrease in the Applicable Rate resulting from a change in the Total Debt to Total Adjusted Asset Value Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c) ; provided , however , that if such Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level I shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered in accordance with Section 6.01(c) , whereupon the Applicable Rate shall be adjusted based upon the calculation of the Total Debt to Total Adjusted Asset Value Ratio contained in such Compliance Certificate.
“ Applicable Value ” means, as of any date of determination, with respect to the calculation of the value of Development Real Properties associated with the exclusion of Non-Recourse Debt from Priority Debt: (i) if the amount of such excluded Non-Recourse Debt is equal to or less than 70% of the book value of the associated Development Real Properties, the book value of the associated Development Real Properties or (ii) if the amount of such excluded Non-Recourse Debt exceeds 70% of the book value of the associated Development Real Properties but is equal to or less than 70% of the Appraised Value of the associated Development Real Properties, the Appraised Value of the associated Development Real Properties.







“ Appraised Value ” means, at any time of determination, to the extent elected by the Borrowers, the value determined by an appraisal performed by an Accredited Appraiser at the Borrowers’ option no earlier than one year prior to such time, which appraisal assumes no greater than a twelve month marketing time frame.
“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b) ), and accepted by the Agent, in substantially the form of Exhibit E‑1 or any other form (including electronic documentation generated by an electronic platform) approved by the Agent.
“ Audited Financial Statements ” means the audited consolidated balance sheet of Holdings and its Subsidiaries for the fiscal year ended December 31, 2016, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Holdings and its Subsidiaries, including the notes thereto.
“ Authorized Officer ” means, with respect to any Loan Party, any officer of such Loan Party designated as an “Authorized Officer” for the purpose of this Agreement in a certificate executed by one of such Loan Party’s then existing Authorized Officers (as previously identified to the Agent). Any action taken under this Agreement on behalf of a Loan Party by any individual who on or after the Closing Date shall have been an Authorized Officer of such Loan Party and whom the Agent or any of the Lenders in good faith believes to be an Authorized Officer of such Loan Party at the time of such action shall be binding on such Loan Party even though such individual shall have ceased to be an Authorized Officer of such Loan Party, unless such Borrower or such Loan Party shall have provided the Agent with a certificate executed by one of such Loan Party’s then existing Authorized Officers (as previously identified to the Agent) indicating that such individual is no longer an “Authorized Officer.”
“ Availability Period ” means the period from and including the Closing Date to the earliest of (a) June 30, 2018, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06 , and (c) the date of termination of the commitment of each Lender to make Loans pursuant to Section 8.02 .
“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Wells Fargo as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Wells Fargo based upon various factors including Wells Fargo’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Wells Fargo shall take effect at the opening of business on the day specified in the public announcement of such change.
“ Base Rate Loan ” means a Committed Loan that bears interest based on the Base Rate.
“ Borrower ” and “ Borrowers ” each have the meaning specified in the introductory paragraph hereto.
“ Borrower Materials ” has the meaning specified in Section 6.01 .
“ Borrowing ” means a Committed Borrowing.






“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Agent’s Office is located and, if such day relates to any Eurodollar Loan, means any such day that is also a London Banking Day.
“ Capitalized Lease Obligation ” means, with respect to any Person, any rental obligation of such Person which, under GAAP in effect and adopted by Holdings as of the Closing Date, is or will be required to be capitalized on the books of such Person, taken at the amount thereof accounted for as indebtedness (net of interest expense) in accordance with such principles; provided , that the adoption or issuance of any accounting standards after the Closing Date will not cause any rental obligation that was not or would not have been a Capitalized Lease Obligation prior to such adoption or issuance to be deemed to be a Capitalized Lease Obligation.
“ Change in Law ” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith by any Governmental Authority and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “ Change in Law ”, regardless of the date enacted, adopted or issued.
“ Change of Control ” means:
(a) the acquisition, after the Closing Date, by any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934) (but excluding any employee benefit plan of such persons or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) of outstanding shares of voting stock representing more than 50% of voting control of Holdings; or
(b) the failure of Holdings to directly or indirectly own 100% of the Equity Interests of any Borrower at any time; provided that, the failure of Holdings to directly or indirectly own 100% of the Equity Interests of any Borrower as a result of the sale or other transfer of Equity Interests in A&B for purposes of acquiring real estate shall not result in a Change of Control so long as (i) Holdings continues to (x) directly or indirectly own more than 50% of the Equity Interests in A&B and (y) control A&B (by possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of A&B, whether through the ownership of voting securities, by contract or otherwise) and (ii) A&B continues to directly or indirectly own 100% of the Equity Interests in the Borrowers.
“ Closing Date ” means February 26, 2018.
“ Code ” means the Internal Revenue Code of 1986.
“ Commitment ” means, as to each Lender, its obligation to make Committed Loans to the Borrowers pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“ Committed Borrowing ” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .
“ Committed Loan ” has the meaning specified in Section 2.01 .






“ Committed Loan Notice ” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Loans, pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.
“ Company ” has the meaning specified in the introductory paragraph hereto.
“ Compliance Certificate ” means a certificate signed in the name of the Borrowers by an Authorized Officer of the Borrowers in substantially the form of Exhibit F .
“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“ Consolidated Interest Expense ” means, for any period of determination, for Holdings and its Subsidiaries on a consolidated basis the sum of all amounts that would, in accordance with GAAP, be deducted in computing Consolidated Net Income for the fiscal periods in question on account of interest, including without limitation, imputed interest in respect of Capitalized Lease Obligations, fees in respect of letters of credit and bankers’ acceptance financing and amortization of debt discount and expense.
“ Consolidated Joint Venture Entity ” has the meaning specified in the definition of “Total Adjusted Asset Value”.
“ Consolidated Net Income ” means, for any period of determination, the net income from continuing operations of Holdings and its Subsidiaries on a consolidated basis as determined in accordance with GAAP, provided that the income associated with the sale or condemnation of real estate that is treated as a discontinued operation pursuant to GAAP shall be treated as income from continuing operations to the extent the net proceeds of such sale or condemnation have been reinvested in real estate within twelve months from the date of such sale or condemnation.
“ Consolidated Net Income Before Taxes ” means, for any period of determination, Consolidated Net Income for Holdings and its Subsidiaries on a consolidated basis for such period plus the sum of all deferred and current Federal, state, local and foreign taxes on income that are deducted in accordance with GAAP in computing Consolidated Net Income for such period.
“ Consolidated Shareholders’ Equity ” means, at any time of determination thereof, for Holdings and its Subsidiaries on a consolidated basis determined in accordance with GAAP, the sum of (a) consolidated total equity, and (b) any consolidated mezzanine equity (or other temporary or non‑permanent equity) resulting from the application of the Financial Accounting Standards Board Accounting Standards Codification Topic 718, and related stock based compensation awards issued to management which are puttable upon a change of control; provided that any determination of Consolidated Shareholders’ Equity shall exclude (i) all non-cash adjustments to Consolidated Shareholders’ Equity resulting from the application of the Financial Accounting Standards Board Accounting Standards Codification Topic 960 and (ii) to the extent otherwise included under the immediately preceding clauses (a) and (b), non‑controlling interests in any Subsidiary of Holdings.
“ Consolidated Total Assets ” means, at any time of determination thereof, the consolidated total assets of Holdings and its Subsidiaries on a consolidated basis determined in accordance with GAAP.
“ Credit Extension ” means each Borrowing.
“ Debt ” means, as to any Person at the time of determination thereof without duplication, (a) any indebtedness of such Person (i) for borrowed money, including commercial paper and revolving credit lines, (ii) evidenced by bonds, debentures or notes or otherwise representing extensions of credit, whether or not representing obligations for borrowed money or (iii) for the payment of the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, regardless of when such liability or other obligation is due and payable, (b)






Capitalized Lease Obligations of such Person, (c) Guarantees, assumptions and endorsements by such Person (other than endorsements of negotiable instruments for collection in the ordinary course of business) of Debt of another Person of the types described in clauses (a) and (b) hereof, and (d) Debt of the types described in clauses (a) through (c) hereof of another Person (whether or not assumed) that is secured by Liens on the property or other assets of such Person. “Debt” shall not include a reimbursement obligation incurred in connection with a standby letter of credit issued (i) in support of trade payables or (ii) as condition to receiving (A) a governmental entitlement, (B) a performance bond or (C) a performance guaranty, in each case under the immediately preceding clauses (i) and (ii) to the extent such reimbursement obligation is contingent and to the extent the aggregate amount of such standby letters of credit does not exceed $10,000,000 at any time outstanding.
“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“ Default Rate ” means an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a Eurodollar Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum.
“ Defaulting Lender ” means, subject to Section 2.16(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied or waived, or (ii) pay to the Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Company or the Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Agent or the Company, to confirm in writing to the Agent and the Company that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b) ) as of the date established therefor by the Agent in a written notice of such determination, which shall be delivered by the Agent to the Company and each other Lender promptly following such determination.






“ Designated Jurisdiction ” means any country or territory to the extent that such country or territory itself is the subject of any comprehensive Sanction.
“ Development Real Properties ” means, at any time of determination for Holdings and its Subsidiaries, any real property asset under development, construction, renovation or rehabilitation that (i) is then treated as an asset under development under GAAP, (ii) is located in the State of Hawaii, the Territory of Guam or the continental United States, and (iii) has been designated by the Borrowers in a written notice to the Agent as a “ Development Real Property. ”
“ Disbursement Instruction Agreement ” means an agreement substantially in the form of Exhibit B to be executed and delivered by the Borrower pursuant to Section  4.1. (a), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.
“ Dollar ” and “ $ ” mean lawful money of the United States.
“ EBITDA ” means, for any period, for Holdings and its Subsidiaries on a consolidated basis, Consolidated Net Income Before Taxes (for the avoidance of doubt, before deduction for non-controlling interests in any Subsidiary of Holdings) for such period plus, to the extent deducted in the calculation thereof, (a) Consolidated Interest Expense, (b) depreciation and amortization expenses, (c) non-cash stock-based compensation expense, (d) non-cash pension, non-cash postretirement and non-cash nonqualified expenses, (e) non-recurring one-time expenses (whether cash or non-cash) incurred in accordance with GAAP in connection with or as a result of the Triggering Event; provided that the aggregate amount added back under this clause (e) for all periods shall not exceed $45,000,000 and shall only be permitted to be added back for so long as incurred no later than the date that is 18 months after the Triggering Event and (f) REIT evaluation costs incurred during such period in an aggregate amount not to exceed $35,000,000 during the term of this Agreement; provided that EBITDA shall exclude non- cash gains or losses resulting from the write-up or write-down of assets.
“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii) ).
“ Environmental and Safety Laws ” means all Federal, state and local laws, regulations and ordinances, relating to the discharge, handling, disposition or treatment of Hazardous Materials and other substances or the protection of the environment or of employee health and safety, including, without limitation, CERCLA, the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et. seq. ), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et. seq. ), the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et. seq. ), the Clean Air Act (42 U.S.C. Section 7401 et. seq. ), the Toxic Substances Control Act (15 U.S.C. Section 2601 et. seq. ), the Occupational Safety and Health Act (29 U.S.C. Section 651 et. seq. ) and the Emergency Planning and Community Right-To-Know Act (42 U.S.C. Section 11001 et. seq. ).
“ Environmental Liabilities and Costs ” means as to any Person, all liabilities, obligations, responsibilities, remedial actions, losses, damages, punitive damages, consequential damages, treble damages, contribution, cost




recovery, costs and expenses (including all fees, disbursements and expenses of counsel, expert and consulting fees, and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand, by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, permit, order or agreement with any Federal, state or local governmental authority or other Person, arising from environmental, health or safety conditions, or the release or threatened release of a contaminant, pollutant or Hazardous Material into the environment, resulting from the operations of such Person or its subsidiaries, or breach of any Environmental and Safety Law or for which such Person or its Subsidiaries is otherwise liable or responsible.
“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“ ERISA ” means the Employee Retirement Income Security Act of 1974.
“ ERISA Affiliate ” means any corporation which is a member of the same controlled group of corporations as the Borrowers within the meaning of section 414(b) of the Code, or any trade or business which is under common control with the Borrowers within the meaning of section 414(c) of the Code.
“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“ Eurodollar Loan ” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “ Eurodollar Rate. ”
“ Eurodollar Rate ” means, subject to the implementation of a Replacement Rate in accordance with Section 3.03:
(c) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“ LIBOR ”) as published by the ICE Benchmark Administration Limited, a United Kingdom company (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) (in such case, the “ LIBOR Rate ”) at or about 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and
(d) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about 11:00 a.m., London time, two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing that day;
provided that (x) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement and (y) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 3.03 , in the event that a Replacement Rate with respect to LIBOR is implemented then all references herein to LIBOR shall be deemed references to such Replacement Rate.
“ Event of Default ” has the meaning specified in Section 8.01 .
“ Excluded Taxes ” means, any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrowers under Section 10.13 ) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or 3.01(c) , amounts with respect to such Taxes were payable either to such Lender’s




assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.
“ FATCA ” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any applicable intergovernmental agreements.
“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Wells Fargo on such day on such transactions as determined by the Agent.
“ Fee Letter ” means the fee letter agreement dated as of the Closing Date among the Company and the Agent.
“ Fixed Charges ” means as of any date of determination for Holdings and its Subsidiaries on a consolidated basis, Consolidated Interest Expense for the period of four (4) consecutive fiscal quarters ending on such date, plus preferred dividends of Holdings accrued during the period of four (4) consecutive fiscal quarters ending on such date, plus scheduled principal payments (excluding (i) any “balloon payment”, (ii) any scheduled principal payments made in the applicable four fiscal quarter period that represent amortization of the Series D Notes and (iii) amounts outstanding under this Agreement that are classified as current liabilities under GAAP but only to the extent that no Default or Event of Default then exists under this Agreement or the Note Purchase Agreement) of Holdings and its Subsidiaries for the period of four consecutive fiscal quarters next succeeding such date of determination.
“ Fixed Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a) EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date to (b) Fixed Charges as of such date.
“ Foreign Lender ” means a Lender that is not a U.S. Person.
“ Foreign Subsidiary ” means any Subsidiary that is incorporated or organized under the laws of a country other than the United States or any state thereof or the District of Columbia; provided that any Subsidiary that is not described in the preceding clause, but which owns voting stock in one or more Foreign Subsidiaries but owns no other material assets and does not engage in any trade or business (other than acting as a holding company for such voting stock in Foreign Subsidiaries) shall be deemed to be a Foreign Subsidiary hereunder; provided , further , that any Subsidiary that is disregarded as separate from its owner for United States federal income tax purposes and which owns voting stock in one or more Foreign Subsidiaries shall be deemed to be a Foreign Subsidiary.
“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.
“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, and rules, regulations and interpretations of the SEC, in effect from time to time.
“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central




bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra- national bodies such as the European Union or the European Central Bank).
“ Grace ” means Grace Pacific LLC, a Hawaii limited liability company.
“ Grace Holdings ” means A&B II, LLC, a Hawaii limited liability company, the direct holding company of Grace.
“ Guarantee ” means, without duplication, any obligation, contingent or otherwise, of any Person guaranteeing or having the economic effect of guaranteeing any Debt of any other Person (the primary obligor) in any manner, directly or indirectly, and including any obligation of any partnership or joint venture in which such Person is a general partner or joint venturer if such obligation is not expressly non- recourse to such Person; but excluding (a) a completion guarantee issued in connection with a real estate development project to the extent contingent and not constituting a direct or indirect obligation to re-pay Debt and (b) environmental indemnification agreements.
“ Guarantor ” means, collectively, (a) A&B, (b) Grace Holdings, (c) each Additional Guarantor, and (d) Holdings.
“ Guaranty ” means the Guaranty made by the Guarantors in favor of the Agent and the other holders of the Obligations pursuant to Article XI .
“ Hazardous Materials ” means (a) any material or substance defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “toxic substances” or any other formulations intended to define, list or classify substances by reason of their deleterious properties, (b) any oil, petroleum or petroleum derived substance, (c) any flammable substances or explosives, (d) any radioactive materials, (e) asbestos in any form, (f) electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million, (g) pesticides or (h) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental agency or authority or which may or could pose a hazard to the health and safety of persons in the vicinity thereof.
“ Holdings ” means Alexander & Baldwin, Inc., a Hawaii corporation.
“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
“ Indemnitees ” has the meaning specified in Section 10.04(b) .
“ Information ” has the meaning specified in Section 10.07 .
“ Interest Payment Date ” means, (a) as to any Eurodollar Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Eurodollar Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the first Business Day after the end of each March, June, September and December and the Maturity Date.
“ Interest Period ” means, as to each Eurodollar Loan, the period commencing on the date such Eurodollar Loan is disbursed or converted to or continued as a Eurodollar Loan and ending on the date one week or one, two, three or six months thereafter, as selected by the applicable Borrower in its Committed Loan Notice; provided that:
(i)      any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;




(ii)      any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(iii)      no Interest Period shall extend beyond the Maturity Date.
“ Investment Properties ” means developed real estate investment properties located in the State of Hawaii or the continental United States and owned in fee by Holdings or its Subsidiaries, but excluding Development Real Properties, Agricultural Land (whether leased to third parties or operated by Holdings or any of its Subsidiaries), Leased Non-Agricultural Land and agriculture-related properties such as hydroelectric facilities and solar equipment.
“ IFRS ” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.
“ IRS ” means the United States Internal Revenue Service.
“ Joinder Agreement ” means a joinder agreement substantially in the form of Exhibit J executed and delivered in accordance with the provisions of Section 6.07 or any other documents as the Agent shall reasonably deem appropriate for such purpose.
“ Joint Venture Entity ” has the meaning set forth in the definition of Total Adjusted Asset Value.
“ Leased Non-Agricultural Land ” means land owned in fee by Holdings or its Subsidiaries, other than Agricultural Land, located in the State of Hawaii or the continental United States and leased to Third Parties on arms’-length terms, which land has improvements situated thereon in which none of Holdings or its Subsidiaries has an ownership interest.
“ Lender ” has the meaning specified in the introductory paragraph hereto.
“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Agent.
“ Lien ” means any mortgage, deed of trust, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any purchase money mortgage, conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement (exclusive of filings for precautionary purposes only) under the Uniform Commercial Code of any jurisdiction).
“ Loan ” means an extension of credit by a Lender to a Borrower under Article II in the form of a Committed Loan.
“ Loan Documents ” means this Agreement, each Note, each Issuer Document, the Guaranty, any additional guaranty provided by an Additional Guarantor pursuant to the terms of Section 6.07(a) , any joinder documentation provided by an Additional Borrower pursuant to the terms of Section 6.07(b) and the Fee Letter.
“ Loan Parties ” means, collectively, each Borrower and each Guarantor.
“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the business, condition (financial or otherwise) or operations of Holdings and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its material obligations under any Loan Document; or (c) a material adverse effect on the material rights and remedies of the Lenders taken as a whole, which material adverse effect was not caused by any Lender.




“ Maturity Date ” means February 26, 2023. If such date is not a Business Day, the Maturity Date shall be the next Business Day.
“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.
“ Multiemployer Plan ” means any Plan which is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).
“ Net Operating Income from Investment Properties ” means, for any period of determination thereof for Holdings and its Subsidiaries on a consolidated basis, the consolidated cash revenues attributable to all Investment Properties less operating expenses, real property taxes, taxes on gross revenue, common area maintenance expenses, ground and other rents, other rental expenses, and charges for property management related thereto for the most recently ended two fiscal quarters multiplied by two, but in no event shall take into account tenant deposits, refunds of tenant deposits, tenant improvements paid for by Holdings or its Subsidiaries, reimbursement by tenants to Holdings or its Subsidiaries for tenant improvements paid for by Holdings or its Subsidiaries, allowances for bad debts, gains or losses from the sales of leased property, depreciation and amortization, overhead allocations that are not directly associated with the property, or state and federal income taxes.
“ Net Operating Income from Leased Agricultural Land ” means, for any period of determination thereof for Holdings and its Subsidiaries on a consolidated basis, the consolidated cash revenues attributable to all Agricultural Land which is leased to third parties on arms’-length terms less operating expenses, real property taxes, taxes on gross revenue, and charges for property management related thereto for the most recently ended two fiscal quarters multiplied by two, but in no event shall take into account tenant deposits, refunds of tenant deposits, tenant improvements paid for by Holdings or its Subsidiaries, reimbursement by tenants to Holdings or its Subsidiaries for tenant improvements paid for by Holdings or its Subsidiaries, allowances for bad debts, gains or losses from the sales of leased property, depreciation and amortization, overhead allocations that are not directly associated with the property, or state and federal income taxes.
“ Net Operating Income from Leased Non-Agricultural Land ” means, for any period of determination thereof for Holdings and its Subsidiaries, the consolidated cash revenues attributable to all Leased Non-Agricultural Land less operating expenses, real property taxes, taxes on gross revenue, and charges for property management related thereto for the most recently ended two fiscal quarters multiplied by two, but in no event shall take into account tenant deposits, refunds of tenant deposits, tenant improvements paid for by Holdings or its Subsidiaries, reimbursement by tenants to Holdings or its Subsidiaries for tenant improvements paid for by Holdings or its Subsidiaries, allowances for bad debts, gains or losses from the sales of leased property, depreciation and amortization, overhead allocations that are not directly associated with the property, or state and federal income taxes.
“ Net Operating Income from Unencumbered Investment Properties ” means, for any period of determination thereof for Holdings and its Subsidiaries on a consolidated basis, the consolidated cash revenues attributable to Unencumbered Investment Properties less operating expenses, real property taxes, taxes on gross revenue, common area maintenance expenses, ground and other rents, other rental expenses, and charges for property management related thereto for the most recently ended two fiscal quarters multiplied by two, but in no event shall take into account tenant deposits, refunds of tenant deposits, tenant improvements paid for by Holdings or its Subsidiaries, reimbursement by tenants to Holdings or its Subsidiaries for tenant improvements paid for by Holdings or its Subsidiaries, allowances for bad debts, gains or losses from the sales of leased property, depreciation and amortization, overhead allocations that are not directly associated with the property, or state and federal income taxes.
“ Net Operating Income from Unencumbered Leased Agricultural Land ” means, for any period of determination thereof for Holdings and its Subsidiaries on a consolidated basis, the consolidated cash revenues attributable to Unencumbered Leased Agricultural Land, less operating expenses, real property taxes, taxes on gross revenue, and charges for property management related thereto for the most recently ended two fiscal quarters multiplied by two, but in no event shall take into account tenant deposits, refunds of tenant deposits, tenant improvements paid for by Holdings or its Subsidiaries, reimbursement by tenants to Holdings or its Subsidiaries for tenant improvements paid for by Holdings or its Subsidiaries, allowances for bad debts, gains or losses from the sales of leased property,




depreciation and amortization, overhead allocations that are not directly associated with the property, or state and federal income taxes.
“ Net Operating Income from Unencumbered Leased Non-Agricultural Land ” means, for any period of determination thereof for Holdings and its Subsidiaries, the consolidated cash revenues attributable to all Unencumbered Leased Non-Agricultural Land less operating expenses, real property taxes, taxes on gross revenue, and charges for property management related thereto for the most recently ended two fiscal quarters multiplied by two, but in no event shall take into account tenant deposits, refunds of tenant deposits, tenant improvements paid for by Holdings or its Subsidiaries, reimbursement by tenants to Holdings or its Subsidiaries for tenant improvements paid for by Holdings or its Subsidiaries, allowances for bad debts, gains or losses from the sales of leased property, depreciation and amortization, overhead allocations that are not directly associated with the property, or state and federal income taxes.
“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required Lenders.
“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.
“ Non-Recourse Debt ” means, with respect to any Loan Party or Subsidiary, any (a) Debt that is not Recourse Debt, and (b) fully recourse mortgage and similar financings obtained by a Subsidiary of a Borrower or any Series if the mortgaged real property constitutes substantially all of the assets of such Subsidiary; provided that solely with respect to the definition of Principal Credit Facility and Section 7.08 , Non-Recourse Debt shall also include loans and credit facilities at all times during which the recourse portion of such loans and credit facilities (including commitments in respect thereof) is not in excess of $40,000,000.
“ Note ” means a promissory note made by the Borrowers in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C .
“ Note Purchase Agreement ” means that certain Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of December 10, 2015 (and as amended as of the Closing Date) among Holdings, the Company, the guarantors party thereto and the noteholders party thereto, as such agreement may be further amended, restated, modified or supplemented from time to time in accordance with the terms hereof.
“ Notice Date ” has the meaning set forth in Section 2.03(c)(i) .
“ Notice of Loan Prepayment ” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit H or such other form as may be approved by the Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.
“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising under any Loan Document and including interest and fees that accrue after the commencement by or against any Borrower or any Subsidiary or Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
“ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).




“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06 ).
“ Outstanding Amount ” means, on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans occurring on such date.
“ Participant ” has the meaning specified in Section 10.06(d) .
“ Participant Register ” has the meaning specified in Section 10.06(d) .
“ PBGC ” means the Pension Benefit Guaranty Corporation.
“ Permitted Assets ” means (a) where any Property Sub or any assets of a Property Sub or of a Borrower have been sold or otherwise transferred, assets, including real estate, to be used by any Borrower or any Property Sub in conducting Property Development Activities, the Property Management Business or the agribusiness and (b) in all other instances, assets, including real estate, to be used in conducting Property Development Activities, the Property Management Business, the agribusiness.
“ Permitted Debt ” means (a) any unsecured Debt of a Borrower or a Subsidiary (exclusive of Debt owed to a Borrower or a Subsidiary) as selected by the Borrowers, so long as the aggregate amount of all proceeds from sales or other dispositions which are made after the Closing Date pursuant to clauses (d) or (e) of Section 7.04 and that are applied to the prepayment of such unsecured debt pursuant to this clause (a), do not exceed $150,000,000 and (b) after the $150,000,000 basket in clause (a) has been fully utilized, all unsecured Debt of the Borrowers and Subsidiaries (exclusive of any Debt owed to a Borrower or a Subsidiary) on a pro rata basis.
“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity (or any series of an entity).
“ Plan ” means any “employee pension benefit plan” (as such term is defined in section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by any Borrower or any ERISA Affiliate.
“ Platform ” has the meaning specified in Section 6.01 .
“ Public Lender ” has the meaning specified in Section 6.01 .
“ Principal Credit Facility ” means (a) the Note Purchase Agreement, (b) the RLOC or (c) any other credit agreement, loan agreement, note purchase agreement or similar agreement under which credit facilities in the aggregate principal or commitment amount of at least $40,000,000 are provided for, in each case, as any of the same may be amended, restated, supplemented or otherwise modified from time to time; provided that the immediately preceding clause (c) shall exclude (i) all purchase money debt, (ii) all construction and other project financings, and (iii) all Non-Recourse Debt.
“ Priority Debt ” means, with respect to the Borrowers, Holdings and their Subsidiaries, at any time of determination and without duplication, the sum of (a) Debt of the Loan Parties secured by a Lien, plus (b) Debt of Subsidiaries of Holdings (other than the Loan Parties), regardless of whether such Debt is secured or unsecured.
“ Priority Debt Limit ” means, at any time of determination, an amount equal to 25% of Total Adjusted Asset Value (as of the end of the most-recent fiscal quarter of Holdings).
“ Property Development Activities ” means land acquisition and development activities, the principal objective of which is to acquire and develop real property for sale or other disposition.




“ Property Management Business ” means the managing, leasing, selling and purchasing of real property.
“ Property Sub ” means any Subsidiary that exists on the Closing Date or that is subsequently formed or acquired and, in each case, whose principal business activities are to engage in Property Development Activities.
“ Recipient ” means the Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.
“ Recourse Debt ” means, with respect to any Loan Party or Subsidiary, any Debt, in respect of which contractual recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, and other similar exceptions to recourse liability) is to such Person.
“ Register ” has the meaning specified in Section 10.06(c) .
“ REIT ” means a “real estate investment trust” as defined in Sections 856 through 860 of the Code.
“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
“ Replacement Rate ” has the meaning assigned thereto in Section 3.03(b) .
“ Request for Credit Extension ” means with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice.
“ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans have been terminated pursuant to Section 8.02 , Lenders holding in the aggregate more than 50% of the Total Outstandings; provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
“ Responsible Officer ” means (a) each of the chief executive officer, president, treasurer, chief financial officer, principal accounting officer, controller and chief legal officer of the applicable Loan Party and, in the case of the Company, each authorized signatory of the Company, (b) solely for purposes of delivery of certificates of the type referred to in Section 4.01(a)(v) , the secretary or any assistant secretary of the applicable Loan Party, (c) solely for purposes of notices given pursuant to Article II , any other officer or employee of such Borrower so designated by any of the foregoing officers in a notice to the Agent and (d) any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between such Loan Party and the Agent. Any document delivered hereunder that is signed by a Responsible Officer of such Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
“ Restricted Payments ” has the meaning specified in Section 7.09 .
“ RLOC ” means that certain Second Amended and Restated Credit Agreement, dated as of September 15, 2017, among Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Agent, Swing Line Lender and L/C Issuer, and First Hawaiian Bank, as L/C Issuer.
“ S&P ” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw Hill Companies, Inc. and any successor thereto.
“ Sanction(s) ” means any sanction administered or enforced by the United States Government, including OFAC, the United Nations Security Council, the European Union or Her Majesty’s Treasury (“ HMT ”).
“ Sanctioned Persons ” has the meaning specified in Section 5.16 .




“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“ Series ” means any “series” of the Company established pursuant to Section 18-215 of the Delaware Limited Liability Company Act.
“ Series D Notes ” means the Series D Notes due 2022 issued by the Company under the Note Purchase Agreement.
“ Significant Line of Business ” means a line of business or an operating division, the book value of which is, on the date of determination, equal to 5% or more of Consolidated Shareholders’ Equity.
“ Significant Subsidiary ” means any direct or indirect Subsidiary of Holdings (other than a Borrower), the net worth of which is, on the date of determination, 5% or more of Consolidated Shareholders’ Equity.
“ Subsidiary ” means, as to any Person, any company, whether operating as a corporation, joint venture, partnership, limited liability company or other entity (or series of another entity), which is consolidated with such Person in accordance with GAAP. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.
“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“ Third Party ” means any Person other than Holdings and its Subsidiaries.
“ Total Adjusted Asset Value ” means, at any date of determination thereof, without duplication, (a) real estate leasing property value (which shall be deemed to equal the sum of (i) Net Operating Income from Investment Properties divided by the Applicable Cap Rates, (ii) Net Operating Income from Leased Agricultural Land divided by the Applicable Cap Rates and (iii) Net Operating Income from Leased Non- Agricultural Land divided by the Applicable Cap Rates, plus (b) the greater of (x) operating profit (prior to the deduction of depreciation and amortization expenses) for the period of four (4) consecutive fiscal quarters most recently ended generated from the agricultural division of Holdings and its Subsidiaries (excluding, as an abundance of caution, Net Operating Income from Leased Agricultural Land) divided by 20.0%, and (y) the Appraised Value of Agricultural Land which is not leased to third parties (provided that the determination of whether or not to obtain the appraisal necessary to determine the Appraised Value shall be made at the option of the Borrowers and if the Borrowers do not elect to have an appraisal performed, then clause (x) will be deemed to be greater than clause (y)), plus (c) the book value of Development Real Properties owned by Holdings or any of its Subsidiaries, or by any other entity (other than a Subsidiary) in which Holdings or any of its Subsidiaries owns an equity interest (an “ Unconsolidated Joint Venture Entity ”), to be included in the determination of “Total Adjusted Asset Value” in an amount (i) in the case of Development Real Properties owned by Holdings or any of its Subsidiaries, equal to such book value ( provided that with respect to any Subsidiary of the Company (or any Series thereof) that is not wholly-owned, directly or indirectly, by the Company (or any Series thereof) (a “ Consolidated Joint Venture Entity ”), such book value shall be decreased by an amount equal to the noncontrolling interest in such Consolidated Joint Venture Entity as reflected on the most recent consolidated balance sheet of Holdings required to be delivered pursuant to Section 6.01(a) or (b) ), and (ii) in the case of Development Real Properties owned by an Unconsolidated Joint Venture Entity, equal to the book value of Holdings’ direct or indirect investment in such Unconsolidated Joint Venture Entity, provided that the aggregate amount under this clause (c) shall not comprise more than 30% of consolidated total assets of Holdings and its Subsidiaries (less cash, cash equivalents, marketable securities, goodwill, noncontrolling interest and pension assets) in accordance with GAAP for the most recent fiscal quarter plus (d) the value of the assets of Grace and its Subsidiaries (which shall be deemed to be equal to EBITDA generated solely by Grace Holdings and its Subsidiaries for the period of four (4) consecutive fiscal quarters most recently ended divided by 16.67%), provided , that Grace and its Subsidiaries shall not contribute more than 20% of Total Adjusted Asset Value.




Notwithstanding anything to the contrary in the foregoing portions of this definition or Section 1.02(e) , any asset or Person (together with such Person’s Subsidiaries) acquired by Holdings or any of its Subsidiaries, for purpose of determining the “Total Adjusted Asset Value , ” shall be valued at net book value during the period from the consummation of such acquisition until the last day of the first four full fiscal quarters occurring after the consummation of such acquisition.
“ Total Debt to Total Adjusted Asset Value Ratio ” means, as at any time of determination thereof, the ratio of (a) all Debt of Holdings and its Subsidiaries on a consolidated basis as of such time to (b) Total Adjusted Asset Value as of such time.
“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans.
“ Triggering Event ” means January 6, 2016, the date on which Holdings or the Company publicly announced its intent to cease the business of cultivating and producing raw sugar.
“ Type ” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar Loan.
“ Unconsolidated Joint Venture Entity ” has the meaning specified in the definition of “Total Adjusted Asset Value”.
“ Undeveloped Land ” means (a) land owned in fee by any Borrower or any Subsidiary as of December 31, 2017 which at the time of determination has not been developed for commercial or residential purposes, (b) land acquired by any Borrower or any Subsidiary subsequent to December 31, 2017 pursuant to a Code section 1031 like-kind exchange (in exchange for land described in clause (a) or (b) of this definition) which at the time of determination has not been developed for commercial or residential purposes, or (c) capital stock or other equity interests of a Subsidiary which owns as its principal asset, directly or indirectly, Undeveloped Land described in clause (a) or (b) of this definition.
“ Unencumbered Agricultural Division Assets ” means assets of the agricultural division of Holdings and its Subsidiaries which: (i) are not subject to a mortgage or any other Lien, other than (a) Liens for taxes not yet due or which are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, and (b) Liens incidental to the conduct of the owner of such asset’s business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances of credit, or the guarantee, maintenance, extension or renewal of the same, and which do not in the aggregate materially detract from the value of the applicable asset, or materially impair the use thereof; (ii) are not subject to any agreement (including (x) any agreement governing Debt incurred in order to finance or refinance the acquisition of such asset, and (y) if applicable, the organizational documents of Holdings or any Subsidiary) that prohibits or limits the ability of Holdings or any Subsidiary, as the case may be, to create, incur, assume or suffer to exist any Lien upon any assets or equity interest of Holdings, or any Subsidiary except for covenants that are not materially more restrictive than the covenants contained in this Agreement, in favor of holders of unsecured Debt of Holdings and its Subsidiaries not prohibited hereunder; and (iii) are not subject to any agreement (including (x) any agreement governing Debt incurred in order to finance or refinance the acquisition of such asset, and (y) if applicable, the organizational documents of Holdings or any Subsidiary) that entitles any Person to the benefit of any Lien on any assets or equity interests of Holdings or any Subsidiary or would entitle any Person to the benefit of any Lien on such assets or equity interests upon the occurrence of any contingency (including pursuant to an “equal and ratable” clause). No such asset owned by a Subsidiary of Holdings shall be deemed to be an Unencumbered Agricultural Division Asset unless (1) both such asset and all equity interests of the Subsidiary which holds legal title to such asset is not subject to any Lien, (2) each intervening entity between Holdings and such Subsidiary does not have any Debt for borrowed money, and (3) no event has occurred or condition exists described in Section 8.01(f) or 8.01(g) (assuming that such provisions applied to such Subsidiary) with respect to such Subsidiary.
“ Unencumbered Agricultural Land ” means Agricultural Land which: (i) is not subject to a mortgage or any other Lien, other than (a) Liens for taxes not yet due or which are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, and (b) Liens incidental to the conduct of the owner of such property’s business or the ownership of its property and assets which were not




incurred in connection with the borrowing of money or the obtaining of advances of credit, or the guarantee, maintenance, extension or renewal of the same, and which do not in the aggregate materially detract from the value of the applicable property, or materially impair the use thereof; (ii) is not subject to any agreement (including (x) any agreement governing Debt incurred in order to finance or refinance the acquisition of such land, and (y) if applicable, the organizational documents of Holdings or any Subsidiary) that prohibits or limits the ability of Holdings or any Subsidiary, as the case may be, to create, incur, assume or suffer to exist any Lien upon any assets or equity interest of Holdings, or any Subsidiary except for covenants that are not materially more restrictive than the covenants contained in this Agreement, in favor of holders of unsecured Debt of Holdings and its Subsidiaries not prohibited hereunder; and (iii) is not subject to any agreement (including (x) any agreement governing Debt incurred in order to finance or refinance the acquisition of such land, and (y) if applicable, the organizational documents of Holdings or any Subsidiary) that entitles any Person to the benefit of any Lien on any assets or equity interests of Holdings or any Subsidiary or would entitle any Person to the benefit of any Lien on such assets or equity interests upon the occurrence of any contingency (including pursuant to an “equal and ratable” clause). No such land owned by a Subsidiary of Holdings shall be deemed to be Unencumbered Agricultural Land unless (1) both such land and all equity interests of the Subsidiary which holds legal title to such land is not subject to any Lien, (2) each intervening entity between Holdings and such Subsidiary does not have any Debt for borrowed money, and (3) no event has occurred or condition exists described in Section 8.01(f) or 8.01(g) (assuming that such provisions applied to such Subsidiary) with respect to such Subsidiary.
“ Unencumbered EBITDA ” means, for any period, with respect to Holdings and its Subsidiaries on a consolidated basis, without duplication, EBITDA derived from (i) Unencumbered Investment Properties, (ii) Unencumbered Leased Agricultural Land, (iii) EBITDA generated from the agricultural division of Holdings and its Subsidiaries but only to the extent the assets in the agricultural division are Unencumbered Agricultural Division Assets and (iv) EBITDA calculated solely with respect to Grace Holdings and its Subsidiaries, provided that the amount of EBITDA under this clause (iv) shall be excluded from the calculation of Unencumbered EBITDA if, at any time during such period of determination, any Debt of Grace Holdings or its Subsidiaries is secured by a consensual Lien except that only EBITDA of GLP Asphalt LLC shall be excluded from the calculation of Unencumbered EBITDA if the only Debt of Grace Holdings or its Subsidiaries which is secured by a consensual Lien consists of (1) the bank facility from Wells Fargo in favor of GLP Asphalt LLC in an aggregate commitment or outstanding principal amount not to exceed $30,000,000, or any extensions, refinancings, replacements, amendments or amendments and restatements of such bank facility in an aggregate commitment or outstanding principal amount not to exceed $30,000,000, and/or (2) the term loan from Bank of Hawaii in favor of GLP Asphalt LLC in an aggregate outstanding principal amount not to exceed the aggregate principal amount of $14,000,000, or any extensions, refinancings, replacements, amendments or amendments and restatements of such facility in an aggregate outstanding principal amount not to exceed $14,000,000.
“ Unencumbered Fixed Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a) Unencumbered EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date to (b) Unencumbered Fixed Charges as of such date.
“ Unencumbered Fixed Charges ” means, as of any period of determination, with respect to Holdings and its Subsidiaries on a consolidated basis, the portion of Consolidated Interest Expense attributable to Unsecured Debt for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date, plus preferred dividends of Holdings accrued during the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date, plus scheduled principal payments with respect to Unsecured Debt (excluding (i) any “balloon payment”, (ii) any scheduled principal payments made in the applicable four fiscal quarter period that represent amortization of the Series D Notes and (iii) amounts outstanding under this Agreement that are classified as current liabilities under GAAP but only to the extent that no Default or Event of Default then exists under this Agreement or the Note Purchase Agreement) of Holdings and its Subsidiaries for the period of four consecutive fiscal quarters next succeeding such date of determination.
“ Unencumbered Income Producing Assets Value ” means, at any time of determination thereof, without duplication, the sum of (i) the Net Operating Income from Unencumbered Investment Properties divided by the Applicable Cap Rates, (ii) the Net Operating Income from Unencumbered Leased Agricultural Land divided by the




Applicable Cap Rates, (iii) the Net Operating Income from Unencumbered Leased Non-Agricultural Land divided by the Applicable Cap Rate, (iv) the greater of (x) operating profit (prior to the deduction of depreciation and amortization expenses) for the period of four (4) consecutive fiscal quarters most recently ended generated from the agricultural division of Holdings and its Subsidiaries but only to the extent the assets in the agricultural division are Unencumbered Agricultural Division Assets (excluding, as an abundance of caution, Net Operating Income from Leased Agricultural Land) divided by 20.0%, and (y) the Appraised Value of Unencumbered Agricultural Land which is not leased to third parties ( provided that the determination of whether or not to obtain the appraisal necessary to determine the Appraised Value shall be made at the option of the Borrowers and if the Borrowers do not elect to have an appraisal performed, then clause (x) will be deemed to be greater than clause (y)), (v) the value of the assets of Grace and its Subsidiaries (which shall be deemed to be equal to EBITDA generated solely by Grace Holdings and its Subsidiaries for the period of four (4) consecutive fiscal quarters most recently ended divided by 16.67%), provided that the amount of EBITDA under this clause (v) shall be excluded from the calculation of Unencumbered Income Producing Assets Value if, at such time of determination or at any time during such then or most recently ended period of four consecutive fiscal quarters, any Debt of Grace Holdings or its Subsidiaries is or was secured by a consensual Lien, except that only the value of GLP Asphalt LLC (which shall be deemed to be equal to EBITDA (but calculated solely with respect to GLP Asphalt LLC and its Subsidiaries for the then or most recently ended period of four consecutive fiscal quarters) divided by 16.67%) shall be excluded from the calculation of Unencumbered Income Producing Assets Value if the only Debt of Grace Holdings or its Subsidiaries which is or was secured by a consensual Lien consists or consisted of (1) the bank facility from Wells Fargo in favor of GLP Asphalt LLC in an aggregate commitment or outstanding principal amount not to exceed $30,000,000, or any extensions, refinancings, replacements, amendments or amendments and restatements of such bank facility in an aggregate commitment or outstanding principal amount not to exceed $30,000,000, and/or (2) the term loan from Bank of Hawaii in favor of GLP Asphalt LLC in an aggregate outstanding principal amount not to exceed the aggregate principal amount of $14,000,000, or any extensions, refinancing, replacements, amendments or amendments and restatements of such facility in an aggregate outstanding principal amount not to exceed $14,000,000, (vi) the net book value (i.e., the book value net of liabilities, whether secured or unsecured) of Development Real Properties owned by Holdings or any of its Subsidiaries, or an Unconsolidated Joint Venture Entity, to be included in the determination of “Unencumbered Income Producing Assets Value” in an amount (I) in the case of Development Real Properties owned by Holdings or any of its Subsidiaries, equal to such net book value ( provided that with respect to any Consolidated Joint Venture Entity, such book value shall be decreased by an amount equal to the noncontrolling interest in such Consolidated Joint Venture Entity as reflected on the most recent consolidated balance sheet of Holdings required to be delivered pursuant to Section 6.01(a) or (b) ) and (II) in the case of Development Real Properties owned by an Unconsolidated Joint Venture Entity, equal to the net book value of Holdings’ direct or indirect investment in such Unconsolidated Joint Venture Entity, provided that the aggregate of the net book value of the assets described in this clause (vi) shall be included in the determination of Unencumbered Income Producing Assets Value only to the extent it comprises 15% or less of the Unencumbered Income Producing Assets Value, plus (vii) the book value of notes receivable held directly by Holdings or its Subsidiaries (or indirectly through a Person other than Holdings or its Subsidiaries) from Persons other than Holdings or any of its Subsidiaries, and the book value of mezzanine equity investments held directly by Holdings or its Subsidiaries (or indirectly through a Person other than Holdings or its Subsidiaries) in other Persons (but without duplication of the immediately preceding clause (vi)), provided that the aggregate book value of such notes receivable and mezzanine investments shall be included in the determination of Unencumbered Income Producing Assets Value only to the extent it comprises 5% or less of the Unencumbered Income Producing Assets Value, provided further that the aggregate of the net book value and the book value (as applicable) of the assets described in the immediately preceding clauses (vi) and (vii) shall be included in the determination of Unencumbered Income Producing Assets Value only to the extent it comprises 15% or less of the Unencumbered Income Producing Assets Value.
Notwithstanding anything to the contrary in the foregoing portions of this definition or in Section 1.02(e) any asset or Person (together with such Person’s Subsidiaries) acquired by Holdings or any of its Subsidiaries, for purpose of determining the “Unencumbered Income Producing Asset Value,” shall be valued at net book value during the period from the consummation of such acquisition until the last day of the first four full fiscal quarters occurring after the consummation of such acquisition.




“ Unencumbered Income Producing Assets Value to Unsecured Debt Ratio ” means, as at any time of determination thereof, the ratio of (i) Unencumbered Income Producing Assets Value to (ii) Unsecured Debt as of such time.
“ Unencumbered Investment Properties ” means Investment Properties which (i) are not subject to a mortgage or any other Lien, other than (a) Liens for taxes not yet due or which are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, and (b) Liens incidental to the conduct of the owner of such property’s business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances of credit, or the guarantee, maintenance, extension or renewal of the same, and which do not in the aggregate materially detract from the value of the applicable property, or materially impair the use thereof; (ii) are not subject to any agreement (including (x) any agreement governing Debt incurred in order to finance or refinance the acquisition of such project, and (y) if applicable, the organizational documents of Holdings or any Subsidiary) that prohibits or limits the ability of Holdings or any Subsidiary, as the case may be, to create, incur, assume or suffer to exist any Lien upon any assets or equity interest of Holdings, or any Subsidiary except for covenants that are not materially more restrictive than the covenants contained in this Agreement, in favor of holders of unsecured Debt of Holdings and its Subsidiaries not prohibited hereunder; and (iii) are not subject to any agreement (including (x) any agreement governing Debt incurred in order to finance or refinance the acquisition of such project, and (y) if applicable, the organizational documents of Holdings or any Subsidiary) that entitles any Person to the benefit of any Lien on any assets or equity interests of Holdings or any Subsidiary or would entitle any Person to the benefit of any Lien on such assets or equity interests upon the occurrence of any contingency (including pursuant to an “equal and ratable” clause). No such Investment Property owned by a Subsidiary of Holdings shall be deemed to be an Unencumbered Investment Property unless (1) both such project and all equity interests of the Subsidiary which holds legal title to such project is not subject to any Lien, (2) each intervening entity between Holdings and such Subsidiary does not have any Debt for borrowed money, and (3) no event has occurred or condition exists described in Section 8.01(f) or 8.01(g) (assuming that such provisions applied to such Subsidiary) with respect to such Subsidiary.
“ Unencumbered Leased Agricultural Land ” means Agricultural Land which is leased to third parties on arms’-length terms and which: (i) is not subject to a mortgage or any other Lien, other than (a) Liens for taxes not yet due or which are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) Liens incidental to the conduct of the owner of such property’s business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances of credit, or the guarantee, maintenance, extension or renewal of the same, and which do not in the aggregate materially detract from the value of the applicable property, or materially impair the use thereof, and (c) arms’-length operating leases with third-party lessees; (ii) is not subject to any agreement (including (x) any agreement governing Debt incurred in order to finance or refinance the acquisition of such land, and (y) if applicable, the organizational documents of Holdings or any Subsidiary) that prohibits or limits the ability of Holdings or any Subsidiary, as the case may be, to create, incur, assume or suffer to exist any Lien upon any assets or equity interest of Holdings, or any Subsidiary except for covenants that are not materially more restrictive than the covenants contained in this Agreement, in favor of holders of unsecured Debt of Holdings and its Subsidiaries not prohibited hereunder; and (iii) is not subject to any agreement (including (x) any agreement governing Debt incurred in order to finance or refinance the acquisition of such land, and (y) if applicable, the organizational documents of Holdings or any Subsidiary) that entitles any Person to the benefit of any Lien on any assets or equity interests of Holdings or any Subsidiary or would entitle any Person to the benefit of any Lien on such assets or equity interests upon the occurrence of any contingency (including pursuant to an “equal and ratable” clause). No such land owned by a Subsidiary of Holdings shall be deemed to be Unencumbered Leased Agricultural Land unless (1) both such land and all equity interests of the Subsidiary which holds legal title to such land is not subject to any Lien, (2) each intervening entity between Holdings and such Subsidiary does not have any Debt for borrowed money, and (3) no event has occurred or condition exists described in Section 8.01(f) or 8.01(g) (assuming that such provisions applied to such Subsidiary) with respect to such Subsidiary.
“ Unencumbered Leased Non-Agricultural Land ” means Leased Non-Agricultural Land which: (i) is not subject to a mortgage or any other Lien, other than (a) Liens for taxes not yet due or which are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with




GAAP, (b) Liens incidental to the conduct of the owner of such property’s business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances of credit, or the guarantee, maintenance, extension or renewal of the same, and which do not in the aggregate materially detract from the value of the applicable property, or materially impair the use thereof, and (c) arms’-length operating leases with third-party lessees; (ii) is not subject to any agreement (including (x) any agreement governing Debt incurred in order to finance or refinance the acquisition of such land, and (y) if applicable, the organizational documents of Holdings or any Subsidiary) that prohibits or limits the ability of Holdings or any Subsidiary, as the case may be, to create, incur, assume or suffer to exist any Lien upon any assets or equity interest of Holdings, or any Subsidiary except for covenants that are not materially more restrictive than the covenants contained in this Agreement, in favor of holders of unsecured Debt of Holdings and its Subsidiaries not prohibited hereunder; and (iii) is not subject to any agreement (including (x) any agreement governing Debt incurred in order to finance or refinance the acquisition of such land, and (y) if applicable, the organizational documents of Holdings or any Subsidiary) that entitles any Person to the benefit of any Lien on any assets or equity interests of Holdings or any Subsidiary or would entitle any Person to the benefit of any Lien on such assets or equity interests upon the occurrence of any contingency (including pursuant to an “equal and ratable” clause). No such land owned by a Subsidiary of Holdings shall be deemed to be Unencumbered Leased Non-Agricultural Land unless (1) both such land and all equity interests of the Subsidiary which holds legal title to such land is not subject to any Lien, (2) each intervening entity between Holdings and such Subsidiary does not have any Debt for borrowed money, and (3) no event has occurred or condition exists described in Section 8.01(f) or 8.01(g) (assuming that such provisions applied to such Subsidiary) with respect to such Subsidiary.
“ United States ” and “ U.S. ” mean the United States of America.
“ Unsecured Debt ” means, at any time of determination thereof, the consolidated Debt of Holdings or its Subsidiaries not secured by any Lien.
“ U.S. Person ” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.
“ U.S. Tax Compliance Certificate ” has the meaning specified in Section 3.01(e)(ii)(B)(III) .
“ Voting Stock ” means any shares of stock (or comparable equity securities) whose holders are entitled under ordinary circumstances to vote for the election of directors (or comparable persons), irrespective of whether at the time stock (or comparable equity securities) of any other class or classes shall have or might have voting power by reason of the happening of any contingency.
“ Wells Fargo ” means Wells Fargo Bank, National Association.
“ Withholding Agent ” means the Borrowers, any Loan Party and the Agent.
“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
. Other Interpretive Provisions
. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include, ” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall. ” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any articles of incorporation, bylaws or similar organizational documents) shall be construed as referring to such agreement, instrument or other document as from time to




time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ hereto, ” “ herein, ” “ hereof ” and “ hereunder, ” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
(b) In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including; ” the words “ to ” and “ until ” each mean “ to but excluding; ” and the word “ through ” means “ to and including. ”
(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
(d) All covenants hereunder shall be given independent effect so that if a particular action or condition is prohibited by any one of such covenants, the fact that it would be permitted by an exception to, or otherwise be in compliance within the limitations of, another covenant shall not (i) avoid the occurrence of a Default if such action is taken or such condition exists or (ii) in any way prejudice an attempt by the Agent to prohibit, through equitable action or otherwise the taking of any action by any Borrower or any Subsidiary that would result in a Default. For the avoidance of doubt, if a particular action or condition is expressly permitted by an exception to a covenant and is not expressly prohibited by another provision in the same covenant, the taking of such action or the existence of such condition shall not result in a Default under such covenant.
(e) For purposes of all calculations made under the financial covenants set forth in Section 7.01 and the Priority Debt covenant set forth in Section 7.05 for an applicable period, (i) if during such period Holdings, any Borrower or any Subsidiary shall have consummated an acquisition of a Significant Subsidiary or a Significant Line of Business, (x) EBITDA or Unencumbered EBITDA, as the case may be, for such period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period; provided that if the aggregate purchase price for any such acquisition is greater than or equal to $25,000,000, EBITDA or Unencumbered EBITDA, as the case may be, shall only be calculated on a pro forma basis to the extent such pro forma calculations are based on audited financial statements or other financial statements reasonably satisfactory to the Required Lenders (subject to adjustments set forth in the second paragraphs of each of the definitions of Total Adjusted Asset Value and Unencumbered Income Producing Assets Value, as applicable) and (y) any Debt incurred or assumed by any Loan Party or Subsidiary (including the Person or property acquired) in connection with such transaction and any Debt of the Person or property acquired which is not retired in connection with such transaction (1) shall be deemed to have been incurred as of the last day of the previous period and (2) if such Debt has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Debt as at the relevant date of determination, and (ii) if during such period Holdings, any Borrower or any Subsidiary shall have consummated a disposition of all or substantially all of the assets of Holdings, a Borrower or a Subsidiary or of a majority of the equity interests of a Subsidiary or of a Significant Line of Business, (x) EBITDA or Unencumbered EBITDA, as the case may be, for such period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the last day of the previous period and (y) any Debt which is retired in connection with such transaction shall be excluded and deemed to have been retired as of the last day of the previous period.
. Accounting Terms .
(a) Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time, except as otherwise specifically prescribed herein.




(b) Changes in GAAP . If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, (A) until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (B) until so amended, the Borrowers shall provide to the Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested by the Agent hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with GAAP in effect and adopted by the Borrower as of the Closing Date, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.
. Rounding
. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
. Times of Day
. Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable).
. Rates
. The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate”.
Article III.

Article IV. THE COMMITMENTS AND CREDIT EXTENSIONS
. Term Loans
. Subject to the terms and conditions set forth herein, on the Closing Date and from time to time thereafter during the Availability Period, each Lender severally and not jointly agrees to make non-revolving term loans (each such loan, a “ Committed Loan ”) denominated in Dollars to the Borrowers in the aggregate principal amount equal to the amount of such Lender’s Commitment, which shall be made in one or more disbursements by the Lenders in accordance with each Lender’s Applicable Percentage and subject to the terms and provisions of this Agreement. Upon a Lender’s funding of a Committed Loan, the Commitment of such Lender shall be automatically reduced by the amount of such Committed Loan funded by such Lender.
. Borrowings, Conversions and Continuations of Committed Loans .
(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Loans shall be made upon the applicable Borrower’s irrevocable notice to the Agent, which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Agent of a Committed Loan Notice. Each such notice must be received by the Agent not later than 12:00 p.m. (i) three Business Days prior to the requested date of any Borrowing of Eurodollar Loans, of any conversion to or continuation of Eurodollar Loans or of any conversion of Eurodollar Loans to Base Rate Loans and (ii) one Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurodollar Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed




Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation of a Eurodollar Loan, then the applicable Committed Loan shall be made as, or converted to, Base Rate Loans, unless such Committed Loan was a Eurodollar Loan, in which case such Committed Loan shall be continued as a Eurodollar Loan with an Interest Period of one month. Any such automatic conversion to a Base Rate Loan and any such continuation of a Eurodollar Loan, in either case, shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Loans in any such Committed Loan Notice, but such Borrower fails to specify an Interest Period for such Committed Loan or continuation of a Eurodollar Loan, it will be deemed to have specified an Interest Period of one month.
(b) Following receipt of a Committed Loan Notice, the Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Eurodollar Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Agent in immediately available funds at the Agent’s Office not later than 11:00 a.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Agent either by (i) crediting the account of such Borrower on the books of Wells Fargo with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with the Disbursement Instruction Agreement.
(c) Except as otherwise provided herein, a Eurodollar Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Loans without the consent of the Required Lenders.
(d) The Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Agent shall notify the applicable Borrower and the Lenders of any change in Wells Fargo’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than three (3) Interest Periods in effect at any single time with respect to Eurodollar Loans.
. Funds Transfer Disbursements .
The Borrower hereby authorizes the Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement.
. Intentionally Omitted .
. Prepayments .
(a) Any Borrower may, upon delivery of a Notice of Loan Prepayment to the Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Loans and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If the applicable Borrower




gives a prepayment notice, then such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided , any notice of prepayment given in connection with a notice of termination of the Commitments given by such Borrower may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may (subject to compliance by such Borrower with the requirements of Section 3.05 ) be revoked by such Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 . Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 . Subject to Section 2.16 , each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.
(b) Any amounts repaid hereunder may not be reborrowed.
. Termination or Reduction of Undisbursed Commitments .

(a) The Borrowers may, upon notice to the Agent, terminate the undisbursed Aggregate Commitments, or from time to time permanently reduce the undisbursed Aggregate Commitments; provided that (a) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, and (b) any such reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided , any notice of termination of the undisbursed Aggregate Commitments given by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by the Borrowers (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. The Agent will promptly notify the Lenders of any such notice of termination or reduction of the undisbursed Aggregate Commitments.
(b) Any Commitments remaining unfunded at the end of the Availability Period shall be automatically cancelled.
Any reduction of the undisbursed Aggregate Commitments shall be applied to the undisbursed Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination or cancellation of the undisbursed Aggregate Commitments shall be paid on the effective date of such termination, and, for the avoidance of doubt, in no event shall any fees be refundable as a result of any reduction, termination or cancellation of all or any portion of the Aggregate Commitments.
. Repayment of Loans .
The Borrowers shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such date.
. Interest .
(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.
(b) (i)      If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such overdue amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable laws.
(i) If any amount (other than principal of any Loan) payable by any Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable laws.
(ii) Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above), the Borrowers shall pay interest on the principal




amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable laws.
(iii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
. Fees
.
(a) Unused Fee . The Borrowers shall pay to the Agent for the account of each Lender in accordance with its Applicable Percentage, an unused fee at a rate equal to 0.20% per annum on the actual daily amount by which, during the Availability Period, the Aggregate Commitments as of the Closing Date exceed the sum of the Outstanding Amount of Committed Loans. The unused fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable in arrears on the first Business Day in April, 2018 and on the last day of the Availability Period.
(b) Other Fees . The Borrowers shall pay to the Agent fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
. Computation of Interest and Fees; Retroactive Adjustment of Applicable Rate .
(a) All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one day. Each determination by the Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b) If, as a result of any restatement of or other adjustment to the financial statements of Holdings or for any other reason, the Borrowers or the Lenders determine that (i) the Total Debt to Total Adjusted Asset Value Ratio as calculated by the Borrowers as of any applicable date while this Agreement is in effect was inaccurate and (ii) a proper calculation of the Total Debt to Total Adjusted Asset Value Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lenders, promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Agent or any Lender, as the case may be, under Section 2.08(b) or under Article VIII . The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder until the date that is one year after such termination and repayment. Upon payment by the Borrowers of any shortfall as provided in this clause (b), any Default or Event of Default resulting solely from the failure to pay such amounts when the interest or fees for the relevant period were due and payable or any representations and warranties made in this regard shall be deemed cured for all purposes.
. Evidence of Debt .
The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Agent in the ordinary course of business. The accounts or records maintained by the Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in




the absence of manifest error. Upon the request of any Lender made through the Agent, each Borrower shall execute and deliver to such Lender (through the Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
. Payments Generally; Agent’s Clawback .
(a) General . All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Agent, for the account of the respective Lenders to which such payment is owed, at the Agent’s Office in Dollars and in immediately available funds not later than 11:00 a.m. on the date specified herein. The Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Agent after 11:00 a.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(b) (i)      Funding by Lenders; Presumption by Agent . Unless the Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 9:00 a.m. on the date of such Committed Borrowing) that such Lender will not make available to the Agent such Lender’s share of such Committed Borrowing, the Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing, and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans. If the applicable Borrower and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by any Borrower shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Agent.
(i) Payments by Borrower; Presumptions by Agent . Unless the Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Agent for the account of the Lenders hereunder that such Borrower will not make such payment, the Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation.
A notice of the Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.




(c) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the applicable Borrower by the Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) Obligations of Lenders Several . The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c) .
(e) Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f) ERISA . Each Lender as of the Closing Date represents and warrants as of the Closing Date to the Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrowers or any other Loan Party, that such Lender is not and will not be (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to section 4975 of the Code; (iii) an entity deemed to hold “ plan assets ”, within the meaning of section 3(42) of ERISA, of any such plans or accounts for purposes of ERISA or the Code; or (iv) a “governmental plan” within the meaning of section 3(32) of ERISA.
. Sharing of Payments by Lenders
. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that:
(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii) the provisions of this Section shall not be construed to apply to (y) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans to any assignee or participant, other than an assignment to any Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
. Intentionally Omitted .
. Intentionally Omitted .
. Defaulting Lenders .
(a) Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:
(i) Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and in Section 10.01 .




(ii) Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second , [intentionally omitted]; third , [intentionally omitted]; fourth , as the Borrowers may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth , if so determined by the Agent and the Borrowers, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; sixth , to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv) . Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(iii) Unused Fee . No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(b) Defaulting Lender Cure . If the Borrowers and the Agent agree in writing that a Lender is no longer a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Committed Loans of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Committed Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
(c) Notification of Defaulting Lender . Upon becoming aware that a Lender is a Defaulting Lender, the Agent shall reasonably promptly notify the Borrowers that such Lender is a Defaulting Lender.
. Joint and Several Obligations .
Except as specifically provided herein, the Obligations of the Borrowers shall be joint and several in nature regardless of which such Person actually receives Credit Extensions hereunder or the amount of such Credit Extensions received or the manner in which the Lender accounts for such Credit Extensions on its books and records. Notwithstanding the foregoing, each Borrower (other than the Company) hereby irrevocably appoints the Company to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that (a) the Company may execute such documents on behalf of such Borrower (in its capacity as a Borrower) as the Company deems appropriate in its sole discretion and Grace shall be obligated by all of the terms of any such document executed on its behalf, (b) any notice or communication delivered by the Agent or the Lender to the Company shall be deemed delivered to such Borrower and (c) the Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement




executed by the Company on behalf of such Borrower. The provisions of Section 11.02 and 11.04 are incorporated herein by reference and shall apply to the obligations of the Borrowers under this Section 2.17 mutatis mutandis .
Article V.

Article VI. TAXES, YIELD PROTECTION AND ILLEGALITY
. Taxes .
(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes .
(i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable laws. If any applicable laws (as determined in the good faith discretion of the applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.
(ii) If any Withholding Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding Taxes, from any payment, then (A) the Agent shall withhold or make such deductions as are determined by the Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction for Indemnified Taxes been made.
(iii) If any Withholding Agent shall be required by any applicable laws other than the Code to withhold or deduct any Taxes from any payment, then (A) the Withholding Agent, as required by such laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Withholding Agent, to the extent required by such laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01 ) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction for Indemnified Taxes been made.
(b) Payment of Other Taxes by the Borrowers . Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes
(c) Tax Indemnification .
(i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto (except for any such penalties, interest and reasonable expenses to the extent attributable to the gross negligence or willful misconduct of such Recipient), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Agent as required pursuant to Section 3.01(c)(ii) below.




(ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after written demand therefor, (x) the Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Agent under this clause (ii).
(d) Evidence of Payments . Upon request by a Borrower or the Agent, as the case may be, after any payment of Taxes by any Borrower or by the Agent to a Governmental Authority as provided in this Section 3.01 , the applicable Borrower shall deliver to the Agent or the Agent shall deliver to the applicable Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the applicable Borrower or the Agent, as the case may be.
(e) Status of Lenders; Tax Documentation .
(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers and the Agent, at the time or times reasonably requested by the Borrowers or the Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Agent as will enable the Borrowers or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A) , (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,
(A) any Lender that is a U.S. Person shall deliver to such Borrower and the Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;
(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Agent), whichever of the following is applicable:
(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E




establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(II) executed copies of IRS Form W‑8ECI;
(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D‑1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or
(IV) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W‑8IMY, accompanied by IRS Form W‑8ECI, IRS Form W‑8BEN or W‑8BEN‑E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D‑2 or Exhibit D‑3 , IRS Form W‑9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D‑4 on behalf of each such direct and indirect partner;
(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Agent to determine the withholding or deduction required to be made; and
(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to such Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Borrower or the Agent as may be necessary for such Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “ FATCA ” shall include any amendments made to FATCA after the Closing Date.
(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify such Borrower and the Agent in writing of its legal inability to do so.
(f) Treatment of Certain Refunds . Unless required by applicable laws, at no time shall the Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines in good faith that it has received a refund of any Taxes (including any application thereof to another amount owed to the refunding Governmental Authority) as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01 , it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving




rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.
(g) Survival . Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
. Illegality
. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Committed Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Company through the Agent, (a) any obligation of such Lender to make or continue Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Agent without reference to the Eurodollar Rate component of the Base Rate), either (i) if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, on the last day of the Interest Period therefor, or (ii) if such Lender may not lawfully continue to maintain such Eurodollar Loans to the last day of the Interest Period therefor, on the last day that such Lender may lawfully continue to maintain such Eurodollar Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.
. Inability to Determine Rates .
(a) Unless and until a Replacement Rate is implemented in accordance with clause (c) below, if, in connection with any request for a Eurodollar Loan or a conversion to or continuation thereof or otherwise, (i) the Agent determines that (A) deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Loan or (B) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Agent or the Required Lenders determine that for any reason Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Agent (upon the instruction of the




Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.
(b) Notwithstanding anything to the contrary in subsection (a) above, if the Agent has made the determination (such determination to be conclusive absent manifest error) that (i) the circumstances described in Section 3.03(a)(i) or Section 3.03(a)(ii) have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market or (iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having or purporting to have jurisdiction over the Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market, then the Agent may, to the extent practicable (in consultation with the Borrower and as determined by the Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “ Replacement Rate ”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 3.03(a)(i) , (a)(ii) , (b)(i) , (b)(ii) or (b)(iii) occurs with respect to the Replacement Rate or (B) the Agent (or the Required Lenders through the Agent) notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Agent, to effect the provisions of this Section 3.03(b) (including, without limitation, adjustments to the interest rate margins or interest rate benchmark floors as the Agent or the Required Lenders may request to equalize (to the extent practicable), as of the effective date of such amendment, the sum of the Replacement Rate and any applicable interest rate margin with respect thereto (taking into account applicable interest periods) with the sum of the applicable interest rate being replaced with such Replacement Rate and the interest rate margin applicable thereto). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 10.01 ), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, a written notice signed by Lenders constituting Required Lenders stating that such Lenders object to such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object). To the extent the Replacement Rate is approved by the Agent in connection with this clause (b), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Agent (it being understood that any such modification by the Agent shall not require the consent of, or consultation with, any of the Lenders).
. Increased Costs .
(a) Increased Costs Generally . If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) );
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender;
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Committed Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining




its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) Capital Requirements . If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.
(c) Certificates for Reimbursement . A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Company shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.
(d) Delay in Requests . Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than three (3) months prior to the date that such Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof).
(e) Delay in Requests . Reserves on Eurodollar Loans . The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “ Eurocurrency liabilities ”), additional interest on the unpaid principal amount of each Eurodollar Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Company shall have received at least 10 Business Days’ prior notice (with a copy to the Agent) of such additional interest from such Lender. If a Lender fails to give notice Business Days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 Business Days from receipt of such notice.
. Compensation for Losses
. Upon demand of any Lender (with a copy to the Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
(a) any continuation, conversion, payment or prepayment of any Eurodollar Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b) any failure by a Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow or continue a Eurodollar Loan or to convert any Base Rate Loan to a Eurodollar Loan on the date or in the amount notified by a Borrower; or
(c) any assignment of a Eurodollar Loan on a day other than the last day of the Interest Period therefor as a result of a request by a Borrower pursuant to Section 10.13 ;
including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained (but excluding any loss of anticipated profits). The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.




For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05 , each Lender shall be deemed to have funded each Eurodollar Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Loan was in fact so funded.
. Mitigation Obligations; Replacement of Lenders .
(a) Designation of a Different Lending Office . If any Lender requests compensation under Section 3.04 , or requires the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender, or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , or if any Lender gives a notice pursuant to Section 3.02 , then at the request of the Borrowers such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04 , as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02 , as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender (as compared to actions taken by such Lender with respect to other similarly situated borrowers). The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) Replacement of Lenders . If any Lender requests compensation under Section 3.04 , or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , or any Lender gives a notice pursuant to Section 3.02 , and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a) , the Borrowers may replace such Lender in accordance with Section 10.13 .
. Survival
. All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Agent.
Article VII.

Article VIII. CONDITIONS PRECEDENT TO EFFECTIVENESS AND CREDIT EXTENSIONS
. Conditions of Effectiveness
. This Agreement shall become effective upon satisfaction of the following conditions precedent:
(a) The Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Agent and each of the Lenders:
(i) executed counterparts of this Agreement;
(ii) an executed counterpart of the Guaranty;
(iii) a Note executed by each Borrower in favor of each Lender requesting a Note;
(iv) a Disbursement Instruction Agreement effective as of the Closing Date;
(v) such certificates of resolutions or other action, incumbency certificates (including specimen signatures) and/or other certificates of the secretary or assistant secretary of each Loan Party as the Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with the execution of this Agreement and the other Loan Documents;
(vi) such documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization;
(vii) a favorable opinion of legal counsel to the Loan Parties addressed to the Agent and each Lender, as to such customary matters concerning the Loan Parties and the Loan Documents as the Agent may reasonably request; and




(viii) a certificate signed by a Responsible Officer of the Borrowers certifying that the conditions specified in Sections 4.02(a) and (b) have been satisfied, provided that for the purposes of this clause (vii), any references to Credit Extensions in such Sections shall be disregarded.
(b) Any fees required to be paid under the Fee Letter to the Agent, Arranger or the Lenders on or before the Closing Date shall have been paid.
(c) [intentionally omitted].
(d) Unless waived by the Agent, the Borrowers shall have paid all fees, reasonable and documented out-of-pocket expenses, charges and disbursements of Jones Day, as counsel to the Agent (directly to such counsel if requested by the Agent), plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Closing Date ( provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Agent).
Without limiting the generality of the provisions of the last paragraph of Section 9.03 , for purposes of determining compliance with the conditions specified in this Section 4.01 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
. Conditions to all Credit Extensions
. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Loans) is subject to the following conditions precedent:
(a) The representations and warranties of the Borrowers contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which such representation and warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02 , the representations and warranties contained in subsections (a) and (b) of Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 .
(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c) The Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.
Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
Article IX.

Article X. REPRESENTATIONS AND WARRANTIES
Each Loan Party represents and warrants to the Agent and the Lenders that:
. Organization
. Each Loan Party (other than any Series) is duly organized, validly existing and in good standing under the laws of the state of its organization. Each Series has been duly established by the Company. Each Significant Subsidiary (other than any series of a limited liability company) is duly organized, validly existing and in good standing under the laws of the state of its organization, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Each Significant Subsidiary that is a series of a limited liability company has been duly established. Each Loan Party and each Significant Subsidiary (i) has the full power and authority to own its properties and to carry on its business as now being conducted, (ii) is duly qualified in every state where the nature of its business




requires that it do so, and (iii) is in good standing under the laws of every jurisdiction outside the state of its organization in which it owns or leases property or conducts business and in each case of (ii) and (iii), in which the failure to so qualify would have a Material Adverse Effect. Each Loan Party and each Significant Subsidiary has complied in all material respects with (or is exempt from the application of) all material federal, state and local laws, regulations and orders that are, or in the absence of any exemption could be, applicable to the operations of its business, including public utility, bank holding company, state agricultural and Environmental and Safety Laws, in each case except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has full power, authority and right to execute and deliver, and to perform and observe, the provisions of this Agreement and the other Loan Documents to which such Loan Party is a party and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of the Loan Documents by each Loan Party have been authorized by all necessary corporate and other action, and, when duly executed and delivered, will be the legal, valid and binding obligations of such Loan Party, enforceable against it in accordance with their respective terms except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (whether considered in a proceeding at law or in equity). Each of the Borrowers and Holdings represents and warrants that Schedule 5.01 contains complete and correct lists, as of the Closing Date, of the Subsidiaries of Holdings, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of equity outstanding owned by Holdings and each other Subsidiary.
. Financial Statements .
(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt, to the extent required in accordance with GAAP.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries dated September 30, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP, subject to the absence of footnotes and to normal year-end audit adjustments .
(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
. Actions Pending
. There is no action, suit, investigation or proceeding pending or, to the knowledge of any Borrower, threatened in writing against any Loan Party or any Subsidiary or any properties or rights of any Loan Party or any Subsidiary, by or before any court, arbitrator or administrative or governmental body which could reasonably be expected to result in a Material Adverse Effect.
. Outstanding Debt
. No Loan Party nor any Subsidiary has any Debt outstanding except as permitted by this Agreement.
. Title to Properties
. Each Loan Party and each Significant Subsidiary has such title to its properties and assets as is necessary for the conduct of the business which such Loan Party or Significant Subsidiary presently undertakes or contemplates undertaking, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect. There are no Liens on such properties and assets that (a) materially restrict any Loan Party’s or Significant Subsidiary’s intended use and enjoyment thereof in the ordinary course of business or (b) are not permitted by Section 7.02 . There is no default under any lease to which any Loan Party or any such Significant Subsidiary is a lessee, lessor, sublessee or sublessor, except to the extent any of the foregoing defaults could not reasonably be expected to result in a Material Adverse Effect.




. Taxes
. Each Loan Party and each Significant Subsidiary has filed all Federal and state income and other material tax returns which are required to be filed by it. Each Loan Party and each such Subsidiary has paid all material taxes as shown on its returns and on all assessments received to the extent that such taxes have become due, except such assessments as are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP. The Loan Parties and their Subsidiaries do not have any unpaid tax obligations which collectively could reasonably be expected to have a Material Adverse Effect.
. Conflicting Agreements and Other Matters
. Neither the execution nor delivery of this Agreement or the other Loan Documents, nor the making of Credit Extensions hereunder, nor fulfillment of nor compliance with the terms and provisions of this Agreement or the other Loan Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of any Loan Party or any Subsidiary pursuant to, their respective articles of incorporation, bylaws or similar organizational documents, any award of any arbitrator or any material agreement, material instrument, order, judgment, decree, and, after due investigation and to any Borrower’s best knowledge, any statute, law, rule or regulation to which any Loan Party or any Subsidiary is party to or subject, as applicable.
. ERISA .
(a) There has been no failure to make any minimum required contributions (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, with respect to any Plan (other than a Multiemployer Plan). No liability to the PBGC has been or is expected by any Borrower or any ERISA Affiliate to be incurred with respect to any Plan (other than a Multiemployer Plan) by any Borrower, any Subsidiary or any ERISA Affiliate which is or would be materially adverse to the business, condition (financial or otherwise) or operations of the Borrowers and their Subsidiaries taken as a whole. Neither any Borrower, any of its Subsidiaries or any ERISA Affiliate has incurred or presently expects to incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan which is or would be materially adverse to the Loan Parties and its Subsidiaries taken as a whole. The execution and delivery of this Agreement and the other Loan Documents and the Credit Extensions hereunder will be exempt from, or will not involve any transaction which is subject to the prohibitions of, section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the Code.
(b) Each Borrower is not and will not be (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code; (iii) an entity deemed to hold “plan assets”, within the meaning of section 3(42) of ERISA, of any such plans or accounts for purposes of ERISA or the Code; or (iv) a “governmental plan” within the meaning of section 3(32) of ERISA.
. Government Consent
. Neither the nature of any Loan Party nor any of its Subsidiaries, nor any of their respective businesses or properties, nor any relationship between any Loan Party or any Subsidiary and any other Person, nor any circumstance in connection with the Credit Extensions hereunder is such as to require any authorization, consent, approval, exemption or other action by, notice to or filing with any court, administrative or governmental body (other than routine filings after the date of closing with the SEC and/or state blue sky authorities) in connection with (a) the execution and delivery of this Agreement and the other Loan Documents or (b) fulfillment of or compliance with the terms and provisions of this Agreement and the other Loan Documents.
. Investment Company Status
. Neither the Company, Grace, Holdings nor any other Loan Party is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, or an “investment adviser” within the meaning of the Investment Advisers Act of 1940.
. Real Property Matters
. Except as could not reasonably be expected to have a Material Adverse Effect: (a) each Loan Party and each Significant Subsidiary has, or is in the process of procuring, for the real property which it owns or uses, such authorizations, consents, approvals, licenses and permissions (collectively, “ Consents ”) that such Loan Party or such




Significant Subsidiary believes or has been advised by counsel to be now necessary for it to own, hold, develop, use or operate such real property in its current or intended manner, all in material compliance with applicable laws and regulations, and (b) no Loan Party nor any Significant Subsidiary has received any notice that any such Consent is necessary which has not been obtained, or is in the process of being obtained, other than applications for the same that have been or will be timely filed and are being or will be diligently pursued with the appropriate governmental authorities and agencies.
. Possession of Franchises, Licenses, Etc
. Except as could not reasonably be expected to have a Material Adverse Effect: (a) Holdings, the Borrowers and their Subsidiaries possess all franchises, certificates, licenses, development and other permits and other authorizations from governmental political subdivisions or regulatory authorities and all patents, trademarks, service marks, trade names, copyrights, licenses, easements, rights of way and other rights, free from burdensome restriction, that are necessary in the judgment of the Borrowers in any material respect for the ownership, maintenance and operation of their business, properties and assets, (b) no Loan Party nor any of its Subsidiaries is in violation of any such rights and (c) no event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, or which adversely affects the rights of any Loan Party or its Subsidiaries thereunder.
. Environmental and Safety Matters
. Each Loan Party and its Subsidiaries and all of their respective properties and facilities have complied at all times and in all respects with all Environmental and Safety Laws except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.
. Hostile Tender Offers
. None of the proceeds of the Credit Extensions will be used to finance any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market (other than purchases for portfolio investment purposes of such shares, equity interests, securities or rights which, together with any shares, equity interests, securities or rights then owned, represent less than 5% of the equity interests or beneficial ownership of such corporation or other entity) and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity.
. Employee Relations
. No Loan Party nor any Subsidiary is the subject of (a) any material strike, work slowdown or stoppage, union organizing drive or other similar activity or (b) any material action, suit, investigation or other proceeding involving alleged employment discrimination, unfair termination, employee safety or similar matters, that in either case would reasonably be expected to have a Material Adverse Effect nor, to the best knowledge of any Borrower, is any such event imminent or likely to occur.
. OFAC
. None of the Loan Parties, nor any of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee or agent thereof, is an individual or entity that is, or is owned 50% or more or controlled by any Person or Persons that are (a) currently the target of any Sanctions, (b) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant Sanctions authority or (c) located, organized or resident in a Designated Jurisdiction (such Persons referred to herein as “ Sanctioned Persons ”).
. Disclosure
. Neither this Agreement nor any other document, certificate or statement furnished to the Agent or any Lender by or on behalf of the Borrowers in connection herewith, when taken together with all other written information furnished, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading; provided that with respect to projections and other pro forma financial information included in such information, each Borrower only represents that such information was based upon good faith estimates and assumptions believed by the preparer




thereof to be reasonable at the time made, it being recognized by the Agent and the Lenders that such financial information as it relates to future events is not to be viewed as a fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.
. Anti-Corruption Laws .
The Loan Parties and their Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
. No EEA Financial Institution .
No Loan Party is an EEA Financial Institution.
Article XI.

Article XII. AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than any contingent indemnification obligations for which no claim for payment has been made):
. Financial Information
. The Borrowers shall deliver to the Agent and each Lender:
(a) as soon as practicable and in any event within 60 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year (or if earlier, 10 Business Days after the date required to be filed with the SEC), or the date on which another creditor of any Borrower first receives such information, consolidated statements of income and cash flows of Holdings and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of the Borrowers, subject only to changes resulting from year-end adjustments;
(b) as soon as practicable and in any event within the earlier to occur of 120 days after the end of each fiscal year of the Borrowers (or if earlier, 10 Business Days after the date required to be filed with the SEC) or the date on which another creditor of any Borrower first receives such information, consolidated statements of income and cash flows of Holdings and its Subsidiaries for such year and a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form corresponding figures from the preceding annual audit, all in reasonable detail and reasonably satisfactory in scope to the Required Lenders and certified by independent public accountants of recognized standing whose opinion shall be unqualified (other than solely as a result of the upcoming maturity of the Obligations within one year from the time such opinion is delivered) and otherwise satisfactory in scope and substance to the Required Lenders, provided that such opinion shall be deemed otherwise satisfactory if prepared in accordance with GAAP and generally accepted accounting standards;
(c) together with each delivery of financial statements required by clauses (a) and above, a Compliance Certificate (i) setting forth the aggregate amount of Restricted Payments made during such fiscal period and computations showing the calculation of the covenants in Sections 7.01 7.03(c) , 7.04(d) , 7.04(e) and 7.05 ; and (ii) stating that to the best of his or her knowledge, after due inquiry, there exists no Default as of the date of the Compliance Certificate, or if any such Default exists, specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto;
(d) promptly upon transmission thereof, copies of all such financial, proxy and information statements, notices and other reports as are sent to Holdings’ stockholders generally and copies of all registration statements (with such exhibits as any holder reasonably requests) and all reports which are filed with the SEC;
(e) promptly upon receipt thereof, a copy of each other material report submitted to Holdings or any of its Subsidiaries by independent accountants in connection with any material annual, interim or special audit made by them of the books of Holdings or such Subsidiary pursuant to a request by Holdings’ board of directors;




(f) promptly after the furnishing thereof, copies of any certificate or report furnished to any other holder of the debt securities of any Loan Party pursuant to the terms of the Note Purchase Agreement or any other indenture, loan, credit or similar agreement or instrument and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.01 ;
(g) at the time of delivery of the financial statements referenced in Section 6.01(b) , an annual forecast of Holdings for the then current fiscal year; and
(h) annually, a report with respect to the real property of the Loan Parties substantially in form and substance similar to that certain Real Estate Supplement reported as of and for the fiscal year ended December 31, 2016 or otherwise in form and substance satisfactory to the Agent.
Each Borrower also covenants that forthwith upon a Responsible Officer obtaining actual knowledge of a Default, it will deliver to the Agent and the Lenders an Officers’ Certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto.
Documents required to be delivered pursuant to Section 6.01(a) , (b) , (d) or (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrowers post such documents, or provides a link thereto on the Borrowers’ website on the Internet at the website address listed on Schedule 10.02 ; or (ii) on which such documents are posted on a Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (i) the Borrowers shall deliver paper copies of such documents to the Agent or any Lender that requests the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) the Company shall notify the Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents. The Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Each Borrower hereby acknowledges that (a) the Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each, a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to such Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” such Borrower shall be deemed to have authorized the Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to such Borrower or its securities for purposes of United States Federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, no Borrower shall be under any obligation to mark any Borrower Materials “PUBLIC.”
. Inspection of Property
. Holdings shall, and shall cause its Subsidiaries to, permit any employees or designated representatives of the Agent, any of its Related Parties or any other Lender with a Commitment in excess of $5,000,000, at such Person’s expense, to visit and inspect any of the properties of Holdings and its Subsidiaries, to examine their books and financial records and to make copies thereof or extracts therefrom and to discuss their affairs, finances and accounts with the Responsible Officers and the Loan Parties’ independent certified public accountants, all at such times as the applicable Borrower and such Person reasonably agree and as often as such Person may reasonably request; provided that a Responsible




Officer of Holdings shall have reasonable prior notice of, and may elect to be present during, discussions with the Borrowers’ independent public accountants.
. Covenant to Secure Obligations Equally
. If (x) Holdings, any Borrower or any Subsidiary shall create assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired other than Liens permitted under Section 7.02 or (y) Holdings or such Borrower shall create, assume or otherwise incur any Lien upon any of its property or assets, whether now owned or hereafter acquired, to secure a Principal Credit Facility, then, in each case, Holdings, such Borrower or such Subsidiary, as applicable, shall make effective provision whereby the Obligations will be simultaneously secured by such Lien equally and ratably with any and all other Debt secured pursuant to terms and provisions, including an intercreditor agreement, reasonably satisfactory to the Agent so long as any such other Debt shall be so secured; provided that (i) to the extent the provision in the Note Purchase Agreement which requires ratable security for the obligations under the Note Purchase Agreement (or any similar provision therein relating to the provision of security) is deleted or otherwise no longer of any force or effect then Holdings and its Subsidiaries shall not be required to secure the Obligations or take any other action pursuant to this Section 6.03 and (ii) the terms hereof shall exclude any purchase money or capital lease indebtedness permitted to be incurred under the terms of this Agreement.
. Maintenance of Properties; Insurance
. Holdings shall, and shall cause its Subsidiaries to (a) maintain or cause to be maintained in good repair, working order and condition all material properties used or useful at that time in its business and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof and (b) maintain insurance with reputable and financially sound insurers in such amounts and against such liabilities and hazards as is customarily maintained by other companies operating similar businesses and together with each delivery of financial statements under Section 6.01(b) , upon the request of the Agent, deliver certificates of insurance to the foregoing effect to the Agent.
. Environmental and Safety Laws .
(a) The Company shall deliver promptly to the Agent notice of (i) any material enforcement, cleanup, removal or other material governmental or regulatory action instituted or, to the Borrowers’ best knowledge, threatened against Holdings, any Borrower or any Significant Subsidiary pursuant to any Environmental and Safety Laws, (ii) all material Environmental Liabilities and Costs against or in respect of Holdings, any Borrower or any Significant Subsidiary or any of its properties and (iii) Holdings’, any Borrower’s or any Significant Subsidiary’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any of its properties that Holdings, any Borrower or such Significant Subsidiary has reason to believe could cause such property or any material part thereof to be subject to any material restrictions on its ownership, occupancy, transferability or use under any Environmental and Safety Laws.
(b) Holdings and each Borrower shall, and shall cause its Significant Subsidiaries to, keep and maintain its properties and conduct its and their operations in compliance with all applicable Environmental and Safety Laws except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.
. Use of Proceeds
. Holdings shall, and shall cause its Subsidiaries to, use the proceeds of the Credit Extensions (a) to finance working capital, capital expenditures (including acquisitions) and other lawful corporate purposes, (b) to refinance certain existing indebtedness of the Borrowers, (c) for support of commercial paper issued by the Borrowers, (d) to finance permitted acquisitions and (e) to pay fees and expenses incurred in connection with this Agreement; provided that in no event shall the proceeds of any Credit Extension be used in contravention of any law or of any Loan Document.
. Additional Loan Parties .
Each of Holdings and each Borrower covenants that:
(a) concurrently with any such time as any Person becomes a guarantor or other obligor under any Principal Credit Facility (other than a Principal Credit Facility under which one or more Foreign Subsidiaries are the primary obligors), Holdings or such Borrower shall cause such Person (each, an “ Additional Guarantor ”) to (i) become a Guarantor by executing and delivering to the Agent a Joinder Agreement and (ii) deliver to the Agent such organization documents, resolutions and favorable opinions of counsel, all in form,




content and scope similar to those delivered on the Closing Date with respect to A&B or otherwise reasonably satisfactory to the Agent.
(b) concurrently with any such time as the Company has created a new Series, such Series (an “ Additional Borrower ”) shall (i) become party to this Agreement as a Borrower and (ii) deliver to the Agent such joinder documentation, organization documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Agent.
. Anti-Corruption Laws .
Each Loan Party covenants that it shall an shall cause each Subsidiary to conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws.
. REIT Status .
Holdings will, and will cause each of its Subsidiaries to, operate its business at all times so as to satisfy all requirements necessary to maintain Holdings’ qualification as a REIT. Holdings will maintain adequate records so as to comply in all material respects with all record-keeping requirements relating to its qualification as a REIT and applicable regulations of the Department of the Treasury promulgated thereunder and will properly prepare and timely file with the IRS all returns and reports required thereby.
Article XIII.

Article XIV. NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than any contingent indemnification obligations for which no claim for payment has been made):
. Financial Covenants .
(a) Minimum Consolidated Shareholders’ Equity . Holdings shall not permit the Consolidated Shareholders’ Equity at any time to be less than the sum of (i) $850,580,000, plus (ii) 75% of the net proceeds received from issuances of Holdings’ Equity Interests after January 1, 2017, minus (iii) non-recurring one-time expenses (whether cash or non-cash) incurred in accordance with GAAP in connection with or as a result of the Triggering Event and determined on an after tax basis; provided that the aggregate amount deducted under this clause (iii) for all periods shall not exceed $70,000,000 and shall only be permitted to be deducted for so long as incurred no later than the date that is 18 months after the Triggering Event minus (iv) the amount paid in cash for the one-time special distribution (as defined in Holdings’ Form S-4 filed July 14, 2017, as amended), minus (v) non-recurring one-time expenses (whether cash or non-cash) incurred in accordance with GAAP in connection with the REIT evaluation and conversion, determined on an after tax basis; provided that the aggregate amount deducted under this clause (v) for all periods shall be equal to the amount charged to Consolidated Shareholders’ Equity, but limited to $35,000,000 on a pre-tax basis, plus (vi) net income attributable to REIT conversion adjustments to deferred tax assets and liabilities.
(b) Minimum Fixed Charge Coverage Ratio . Holdings shall not permit the Fixed Charge Coverage Ratio as of the last day of any fiscal quarter to be less than 1.50 to 1.0.
(c) Maximum Total Debt to Total Adjusted Asset Value Ratio . Holdings shall not permit the Total Debt to Total Adjusted Asset Value Ratio at any time to exceed 0.60 to 1.0.
(d) Maximum Unsecured Debt to Unencumbered Income Producing Assets Value Ratio . Holdings shall not permit the Unsecured Debt to Unencumbered Income Producing Assets Value Ratio at any time to exceed 0.60 to 1.0.
(e) Minimum Unencumbered Fixed Charge Coverage Ratio . In the event the Borrowers elect, for purpose of (and as provided in) clause (b) of the definition of Total Adjusted Asset Value, to have an appraisal performed to determine the Appraised Value of Agricultural Land which is not leased to third parties, then thereafter, if (but only for so long as) such Appraised Value is permitted (by virtue of the requirements for an Appraised Value as set forth in the definition of such term) to be utilized for purposes of determining the value of clause (b) of the definition of Total Adjusted Asset Value at the end of any fiscal quarter, Holdings and its Subsidiaries shall maintain, at the end of such fiscal quarter, a minimum Unencumbered Fixed Charge Coverage Ratio of at least 1.50 to 1.00.




Notwithstanding anything to the contrary contained herein, in the event that any of the foregoing financial covenants contained in the RLOC is amended, modified, or supplemented following the Closing Date (a “ Revised Financial Covenant ”), following Borrower’s request, this Agreement shall be amended to incorporate such Revised Financial Covenant in lieu of the applicable existing financial covenant contained herein subject to the written consent of the Required Lenders; provided , however , that for purposes of determining such Required Lenders’ approval, to the extent (i) any Lender is a lender under the RLOC, and (ii) such Lender consented in writing to such Revised Financial Covenant in its capacity as a lender under the RLOC, then such Lender shall be deemed to have consented under this Agreement to the incorporation of the Revised Financial Covenant hereunder.
. Liens
. Holdings shall not, and shall not permit any Subsidiary to, create, assume or suffer to exist at any time any Lien on or with respect to any of its property or assets, whether now owned or hereafter acquired (whether or not provision is made for the equal and ratable securing of the Obligations in accordance with the provisions of Section 6.03 ), except:
(a) Liens for taxes, assessments and other governmental charges not yet delinquent or which are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP;
(b) Liens (other than Liens imposed by ERISA) incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances of credit, or the guarantee, maintenance, extension or renewal of the same, and which do not in the aggregate materially detract from the value of its property or assets, taken as a whole, or materially impair the use thereof in the operation of its business;
(c) Liens securing Debt between Subsidiaries (other than a Borrower) or owing to a Borrower by a Subsidiary;
(d) subject to compliance with Section 7.05 , any Lien created to secure all or any part of the purchase price, or to secure Debt incurred or assumed to pay all or any part of the purchase price or cost of construction, of any real property (or any improvement thereon) or tangible personal property (or any improvement thereon) acquired or constructed or capital lease transaction by a Borrower or a Subsidiary after the date of this Agreement, provided that
(i) any such Lien shall extend solely to the item or items of such property (or improvement thereon) so acquired or constructed and, if required by the terms of the instrument originally creating such Lien, other property (or improvement thereon) which is an improvement to or is acquired for specific use in connection with such acquired or constructed property (or improvement thereon) or which is real property being improved by such acquired or constructed property (or improvement thereon),
(ii) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to the fair market value of such property (or improvement thereon) at the time of such acquisition or construction, and
(iii) except with respect to any capital lease transaction, any such Lien shall be created contemporaneously with, or within 365 days after, the acquisition or construction of such property;
(e) subject to compliance with Section 7.05 , other Liens of the Borrowers and Subsidiaries existing on the Closing Date and listed on Schedule 7.02 ;
(f) subject to compliance with Section 7.05 , Liens securing Debt other than as set forth in the foregoing clauses (a) - (e); provided that there shall not exist any Lien of any kind on the shares of the Voting Stock of any Subsidiary, unless Holdings and its Subsidiaries continue to own shares of Voting Stock of such Subsidiary which are not subject to any Lien and which represent a majority of the Voting Stock of such Subsidiary;
(g) statutory Liens of banks and rights of set-off, materialmen’s, mechanic’s, carrier’s, repairmen’s, warehousemen’s Liens and other similar Liens arising in the ordinary course of business;
(h) judgment Liens to the extent such Liens have not caused an Event of Default under Section 8.01(i) ;
(i) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do




not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrowers or the Subsidiaries;
(j) Liens (other than any Lien imposed by ERISA) arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;
(k) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, and deposits made to secure liability for insurance premiums to insurance carriers;
(l) Liens securing commercial letter of credits; provided that no such Lien shall extend to or cover any assets of any Borrower or any of its Subsidiaries other than the inventory (and bills of lading and other documents related thereto) being financed by any such commercial letter of credits; and
(m) Liens on margin stock (within the meaning of Regulation U of the FRB) that is held by Holdings as treasury stock.
. Loans and Advances
. Holdings shall not permit, and shall not permit any Subsidiary to, create, or permit to remain outstanding at any time any loan or advance to any Person, except (i) Holdings may make loans or advances to any Borrower and (ii) any Borrower and its Subsidiaries may:
(a) subject to Section 7.05 , make or permit to remain outstanding loans and advances to the Borrowers and Subsidiaries;
(b) make or permit to remain outstanding travel and other like advances and customary employee benefits in reasonable amounts to employees in the ordinary course of business;
(c) make or permit to remain outstanding Third Party loans and advances on standard arm’s-length terms, provided that the aggregate amount of all such loans may not exceed at any one time an amount equal to 5% of the Total Adjusted Asset Value at such time;
(d) advances of payroll payments to employees in the ordinary course of business; and
(e) make or permit to remain outstanding purchase money loans to Persons to whom it sells real property in the ordinary course of its Property Development Activities and its Property Management Business, provided that the aggregate amount of all such purchase money loans may not exceed at any one time an amount equal to 15% of Consolidated Total Assets of Holdings at the end of the fiscal quarter most recently-ended as of any date of determination.
. Merger and Sale of Assets
. Holdings shall not, and shall not permit any Subsidiary to, merge with or into or consolidate with any other Person or sell, lease, transfer or otherwise dispose of its assets, except that so long as no Default under Section 6.09 would result therefrom:
(a) (i) any Subsidiary of a Borrower may merge with a Borrower, so long as such Borrower is the surviving Person, (ii) a Borrower may merge with the Company, so long as the Company is the surviving Person and (iii) Grace Holdings may merge with the Company, so long as the Company is the surviving Person;
(b) any Subsidiary of Holdings may merge with another Subsidiary of Holdings ( provided that any merger with a Borrower shall be done in accordance with Section 7.04(a) ), or sell, lease, transfer or otherwise dispose of its assets to another Subsidiary of Holdings;
(c) any Subsidiary of Holdings may sell, exchange, lease, transfer or otherwise dispose of assets (other than Undeveloped Land) in the ordinary course of business;
(d) any Subsidiary of Holdings may sell, lease, transfer or otherwise dispose of assets (other than Undeveloped Land) to Third Parties so long as (i) the fair market value thereof on the date sold, leased, transferred or otherwise disposed of, together with the fair market value of all other assets sold, leased, transferred or otherwise disposed of to Third Parties pursuant to this clause (d) within the prior 12 months, does not represent more than 20% of the Consolidated Total Assets of Holdings at the end of the fiscal quarter most recently ended as of any date of determination and (ii) such assets, together with all other assets sold or otherwise disposed of to Third Parties pursuant to this clause (d) since the beginning of the most recently ended fiscal year did not contribute more than 10% of EBITDA, determined as of the four quarter period ending as of the most recent fiscal quarter with respect to which financial statements are required to be delivered




pursuant to Section 6.01(a) or (b) ; provided that, notwithstanding the percentage limitations appearing in clauses (i) and (ii), above, sales or dispositions in excess thereof in a twelve month period may be made for cash if the proceeds of each such excess sale or disposition (net of taxes thereon) are fully utilized in the acquisition of Permitted Assets and/or applied to the repayment of Permitted Debt, in each case within 365 days from the date of such sale or disposition;
(e) any Subsidiary of Holdings may (i) engage in Code §1031 like-kind exchanges with respect to Undeveloped Land, and (ii) sell, lease, transfer or otherwise dispose of Undeveloped Land to (A) any Subsidiary of Holdings, (B) a Person which is not (and after giving effect thereto will not be) a Subsidiary of a Borrower, solely in exchange for an equity interest in such Person (unless at the time thereof the intention was that such Person would sell such land in its undeveloped state or that any proceeds would be received on or with respect to such equity interest prior to the time such land is developed for commercial or residential purposes), or (C) Third Parties; provided that if in any twelve month period the aggregate fair market value of Undeveloped Land which is sold, leased, transferred or otherwise disposed of pursuant to this clause (C), is greater than $100,000,000, then, within 365 days from the date of each sale, lease, transfer or other disposition which resulted in the $100,000,000 threshold being exceeded, an amount equal to such excess (net of taxes thereon) shall be fully utilized in the acquisition of Permitted Assets and/or applied to the repayment of Permitted Debt; and
(f) any Borrower may merge or consolidate with another corporation or other Person if (i) such Borrower will be the continuing or surviving entity and (ii) no Default would exist immediately after giving effect to such merger or consolidation.
The foregoing Section 7.04 shall not prohibit dispositions of margin stock (within the meaning of Regulation U of the FRB) that is held as treasury stock by Holdings.
. Priority Debt
. Holdings shall not, and shall not permit any Subsidiary to, permit the aggregate amount of Priority Debt to exceed the Priority Debt Limit.
At the Borrowers’ option, Non-Recourse Debt of Holdings or its Subsidiaries with respect to Development Real Properties owned by Holdings or such Subsidiary may be excluded from the calculation of Priority Debt (solely for purpose of the Priority Debt covenant set forth in this Section 7.05 ), provided that in each case the Applicable Value of the associated Development Real Property of Holdings or such Subsidiary shall be excluded from the calculation of Total Adjusted Asset Value (solely for purpose of the Priority Debt covenant set forth in this Section 7.05 ); provided further that: (i) if the amount of such excluded Non-Recourse Debt exceeds 70% of the book value of the associated Development Real Properties, then the Borrowers may not elect to exclude the amount of such Non- Recourse Debt from the calculation of Total Debt unless the amount of such excluded Non-Recourse Debt is equal to or less than 70% of the Appraised Value of the associated Development Real Properties; (ii) the aggregate amount of Non-Recourse Debt excluded shall not at any time exceed 15% of the total assets of Holdings and its Subsidiaries (less cash, cash equivalents, marketable securities, goodwill, noncontrolling interest and pension assets) in accordance with GAAP for the most recent fiscal quarter; and (iii) the exclusion of the Applicable Value of the associated Development Real Properties from Total Adjusted Asset Value referred to in the first proviso above shall be calculated only after giving effect to the reduction, if any, in Total Adjusted Asset Value required by the proviso in clause (c) of the definition of Total Adjusted Asset Value.
. Transactions with Holders of Partnership or Other Equity Interests
. Holdings shall not, and shall not permit any Subsidiary to, directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise deal with, in the ordinary course of business or otherwise (a) any Affiliate (other than in the capacity of an employee, director or officer), or (b) any Person owning, beneficially or of record, directly or indirectly, 5% or more of the outstanding voting equity of Holdings, A&B, the Company or any other Subsidiary or any executive officer (as such term is defined under the Securities Exchange Act of 1934) of Holdings, A&B, the Company or any other Subsidiary (other than in such Person’s capacity as an employee); provided , however , that such acts and transactions may be performed or engaged in if (i) they are entered into upon terms no less favorable to Holdings, A&B, such Borrower or such Subsidiary than if no such relationship described in clauses (a) or (b) above existed and such acts or transactions are otherwise permitted by this Agreement, (ii) they are acts and transactions in which the only consideration given by Holdings or any of its Subsidiaries is the issuance




by Holdings or A&B of its capital stock, (iii) they are between or among Holdings and/or any of its Subsidiaries, or (iv) they are otherwise permitted under Section 7.09 .
. Use of Proceeds
. No Borrower shall use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose in violation of Regulation U of the FRB.
. Transfer of Assets to Subsidiaries
. Holdings shall not, and shall not permit any Borrower to, transfer (other than in the ordinary course of business or with respect to similarly situated real estate companies) any assets to a Subsidiary for the sole purpose of improving the credit position of such Subsidiary in connection with a financing transaction, except that this restriction shall not apply to any asset the financing of which constitutes Non-Recourse Debt.
. Restricted Payments
. Holdings covenants that it will not declare or pay any dividend or other distribution on any class of its capital stock or other equity interests, redeem or repurchase any such interests or make any other distribution on account of any such interests (all of the foregoing being “ Restricted Payments ”) except that Holdings may make (a) minimum dividends required to maintain Holdings’ status as a REIT under the Code and to avoid the payment of any income tax or excise tax by Holdings, (b) the earnings and profits purge dividend required to be made by applicable law in connection with the REIT conversion and (c) other Restricted Payments in any amount so long as (i) no Default resulting from a failure to comply with Section 6.01(a) , 6.01(b) or 6.01(c) or Event of Default shall then exist or would exist after giving effect to any such Restricted Payment and (ii) any such Restricted Payment will not violate any applicable law or regulation.
. Sanctions
. No Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Sanctioned Person, to fund any activities of or business with any Sanctioned Person, or in any Designated Jurisdiction, in each case, in violation of applicable Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Agent, or otherwise) of Sanctions.
. Anti-Corruption Laws
. No Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or other similar anti- corruption legislation in other jurisdictions.
. Additional Agreements
. (a) Holdings shall not form or permit to exist at any such time any direct Subsidiary of Holdings (other than A&B); and (b) A&B shall not form or permit to exist at any such time any direct Subsidiary of A&B (other than the Company or any Series thereof).
Article XV.

Article XVI. EVENTS OF DEFAULT AND REMEDIES
. Events of Default
. Any of the following shall constitute an Event of Default:
(a) Non-Payment . Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein or in any other Loan Document, any amount of principal of any Loan, or (ii) within five days after the same becomes due, any interest on any Loan, any fee due hereunder or any other amount payable hereunder or under any other Loan Document; or
(b) Specific Covenants . Any Borrower or any other Loan Party fails to perform or observe any agreement contained in (i) Sections 6.01(a) , (b) or (c) , and such failure continues for 10 Business Days or (ii) Section 6.03 , Section 6.06 or Article VII hereof;




(c) Other Defaults . Any Borrower or any other Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure shall not be remedied within 30 days after any Responsible Officer obtaining actual knowledge thereof; or
(d) Representations and Warranties . Any representation or warranty made by any Loan Party herein or in any other Loan Document or by any Loan Party or any of its officers in any writing furnished in connection with or pursuant to this Agreement shall be false or misleading in any material respect on the date as of which made; provided that to the extent that such breach of representation or warranty relates to clause (c) of the definition of Material Adverse Effect, such breach of representation or warranty shall only constitute an Event of Default under this subsection (d) if such Loan Party knowingly breached such representation or warranty; or
(e) Cross-Default . Any Loan Party or any Subsidiary
(i) defaults in any payment of principal of, or premium or interest on, any obligation (v) for money borrowed, (w) under any conditional sale or other title retention agreement, (x) issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage, (y) under notes payable or drafts accepted representing extensions of credit or (z) Guarantees of the foregoing, in each case, constituting Recourse Debt (other than the Obligations), after the expiration of any period of grace provided with respect thereto, or any Loan Party or any Subsidiary fails to perform or observe any other agreement, term or condition contained in any agreement evidencing Recourse Debt (or any other event thereunder or under any such agreement occurs and is continuing), after the expiration of any grace period, and the effect of such payment default or other failure or event is to cause, or to permit the holder or holders of such obligation to cause, with the giving of notice if required, such obligation to be demanded or to become due (or such obligation becomes subject to required repurchase or an offer to repurchase by any Loan Party or any Subsidiary) prior to any stated maturity; provided that the aggregate amount of all obligations as to which such a payment default or other failure or event shall occur exceeds $30,000,000 at the time of such default or other failure or event; or
(ii) defaults in any payment of principal of, or premium or interest on, any obligation (v) for money borrowed, (w) under any conditional sale or other title retention agreement, (x) issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage, (y) under notes payable or drafts accepted representing extensions of credit or (z) Guarantees of the foregoing, in each case, constituting Non-Recourse Debt, after the expiration of any period of grace provided with respect thereto, or any Loan Party or any Subsidiary fails to perform or observe any other agreement, term or condition contained in any agreement evidencing Non-Recourse Debt (or any other event thereunder or under any such agreement occurs and is continuing), after the expiration of any grace period, and the effect of such payment default or other failure or event is to cause, or to permit the holder or holders of such obligation to cause, with the giving of notice if required, such obligation to be demanded or to become due (or such obligation becomes subject to required repurchase or an offer to repurchase by any Loan Party or any Subsidiary) prior to any stated maturity; provided that the aggregate amount of all obligations as to which such a payment default or other failure or event shall occur exceeds $100,000,000 at the time of such default or other failure or event;
provided , further , that this Section 8.01(e) shall not apply to (1) secured obligations that become due as a result of the voluntary sale or transfer of the property or assets securing such obligations, if such sale or transfer is permitted under the terms of such obligations and such obligations are paid at or prior to the time they becomes due (or within any applicable grace period) as a result of such transaction, (2) any obligations that become due as a result of a refinancing thereof, (3) obligations held in whole or in part by any Lender or any of their respective affiliates (within the meaning of Regulation U of the FRB) that become due or enables or permits the holders thereof to cause such obligations to become due solely as a result of a breach of terms governing the sale, pledge or disposal of margin stock (within the meaning of Regulation U of the FRB) and would cause this Agreement or any Loan to be subject to the margin requirements or any other restriction under Regulation U of the FRB or (4) any obligations that are mandatorily prepayable prior to the scheduled maturity thereof with the proceeds of the issuance of Equity Interests, the incurrence of other Indebtedness or the sale or other disposition of any assets, so long as such obligations that have become due




are so prepaid with the net proceeds required to be used to prepay such obligations when due (or within any applicable grace period) and such event shall not have otherwise resulted in an event of default with respect to such obligations; or
(f) Insolvency Proceedings, Etc .
(i) Any Loan Party or any Significant Subsidiary makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; or
(ii) any decree or order for relief in respect of any Loan Party or any Significant Subsidiary is entered under any Debtor Relief Laws of any jurisdiction; or
(iii) any Loan Party or any Significant Subsidiary petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of any Loan Party or any such Significant Subsidiary, or of any substantial part of the assets of any Loan Party or any such Significant Subsidiary, or commences a voluntary case under the Bankruptcy Code of the United States or any proceedings (other than proceedings for the voluntary liquidation and dissolution of a Significant Subsidiary) relating to any Loan Party or any Significant Subsidiary under any other Debtor Relief Laws; or
(iv) any petition or application of the type described in clause (iii) above is filed, or any such proceedings are commenced, against any Loan Party or any Significant Subsidiary and such Loan Party or such Significant Subsidiary by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings, and such order, judgment or decree remains unstayed and in effect for more than 45 days; or
(g) Dissolution, Etc .
(i) Any order, judgment or decree is entered in any proceedings against any Loan Party or any Significant Subsidiary decreeing the dissolution of such Loan Party or such Significant Subsidiary and such order, judgment or decree remains unstayed and in effect for more than 45 days; or
(ii) any order, judgment or decree is entered in any proceedings against any Loan Party or any Significant Subsidiary decreeing a split-up of such Loan Party or such Significant Subsidiary which requires the divestiture of (A) assets representing a substantial part, or the stock of, or other ownership interest in, a Significant Subsidiary whose assets represent a substantial part of Consolidated Total Assets or (B) assets or the stock of or other ownership interest in a Significant Subsidiary that has contributed a substantial part of Consolidated Net Income for any of the three fiscal years then most recently ended, and such order, judgment or decree remains unstayed and in effect for more than 45 days; or
(h) ERISA . (i) Any Plan (other than a Multiemployer Plan) shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan (other than a Multiemployer Plan) shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan (other than a Multiemployer Plan) or the PBGC shall have notified any Borrower or any ERISA Affiliate that a Plan (other than a Multiemployer Plan) may become a subject of such proceedings, (iii) the aggregate amount under all Plans (other than a Multiemployer Plan) of the fair market value of the assets (within the meaning of Section 303 of ERISA) is less than 70% of the “Funding Target” (within the meaning of Section 303 of ERISA), (iv) any Borrower or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV or ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) any Borrower or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) any Loan Party or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of any Loan Party or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect of the type described in clause (a) or (b) of the definition thereof; or




(i) Judgments . Any judgment or decree for the payment of money in the amount of $30,000,000 or more (to the extent not paid or covered by insurance) shall be entered against any Loan Party or any of its Subsidiaries and such judgment or decree shall not have been vacated, discharged or stayed or bonded pending appeal within 60 days from the entry thereof; or
(j) Invalidity of Loan Documents . Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or
(k) Change of Control . There occurs any Change of Control.
. Remedies Upon Event of Default
. If any Event of Default occurs and is continuing, the Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
(a) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;
(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Borrower; and
(c) exercise on behalf of itself, the Lenders all rights and remedies available to it, the Lenders under the Loan Documents;
provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Agent or any Lender.
. Application of Funds
. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15 and 2.16 , be applied by the Agent in the following order:
First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agent and amounts payable under Article III ) payable to the Agent in its capacity as such;
Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article III ), ratably among them in proportion to the respective amounts described in this clause Second payable to them;
Third , to payment of that portion of the Obligations constituting accrued and interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;
Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and
Last , the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by law.
Article XVII.

Article XVIII. AGENT
. Appointment and Authority




. Each of the Lenders hereby irrevocably appoints Wells Fargo to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent, the Lenders, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
. Rights as a Lender
. The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Lenders.
. Exculpatory Provisions
. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Agent:
(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower, its Subsidiaries or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity.
The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02 ) or (ii) in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default in writing is given to the Agent by a Borrower, a Lender.
The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.




. Reliance by Agent
. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
. Delegation of Duties
. The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub- agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. The Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
. Resignation of Agent .
(a) The Agent may at any time give notice of its resignation to the Lenders and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Event of Default under Section 8.01(a) , 8.01(f) or 8.01(g) has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
(b) If the Person serving as Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Agent and, with, so long as no Event of Default under Section 8.01(a) , 8.01(f) or 8.01(g) has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date ”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, in each case solely in its capacity as Agent and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the




other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent.
. Non-Reliance on Agent and Other Lenders
. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
. No Other Duties, Etc
. Anything herein to the contrary notwithstanding, none of the Arrangers or other titles listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Agent or a Lender.
Article XIX.

Article XX. MISCELLANEOUS
. Amendments, Etc
. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no such amendment, waiver or consent shall:
(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02 ) without the written consent of such Lender;
(b) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to any Lender hereunder or under any other Loan Document without the written consent of such Lender;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to clauses (ii) and (iii) of the second proviso to this Section 10.01 ) any fees or other amounts payable hereunder or under any other Loan Document to any Lender without the written consent of such Lender; provided , however , that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate and (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(d) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(e) release all or substantially all of the value of the Guaranty without the written consent of each Lender; or
(f) change any provision of this Section or the definition of “Required Lenders” without the written consent of each Lender;
and, provided , further , that (i) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document; (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (iii) the Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents as the Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise




effectuate the terms of Section 3.03(b) in accordance with the terms of Section 3.03(b) . Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
Notwithstanding the foregoing, the Borrowers may, by written notice to the Agent from time to time, make one or more offers (each, a “ Loan Modification Offer ”) to all the Lenders to make one or more amendments or modifications to (A) allow the maturity of the Committed Loans of the accepting Lenders to be extended and (B) increase the Applicable Rate and/or fees payable with respect to the Committed Loans and Commitments of the accepting Lenders (“ Permitted Amendments ”) pursuant to procedures reasonably specified by the Agent and reasonably acceptable to the Borrowers. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective. Permitted Amendments shall become effective only with respect to the Committed Loans and/or Commitments of the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “ Accepting Lenders ”) and, in the case of any Accepting Lender, only with respect to such Lender’s Committed Loans and/or Commitments as to which such Lender’s acceptance has been made. Each Borrower, each other Loan Party and each Accepting Lender shall execute and deliver to the Agent a Loan Modification Agreement and such other documentation as the Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof, and the Loan Parties shall also deliver such resolutions, opinions and other documents as reasonably requested by the Agent. The Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that (1) upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Committed Loans and Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made and (2) any applicable Lender who is not an Accepting Lender may be replaced by the Borrowers in accordance with Section 10.13 .
In addition, notwithstanding anything to the contrary contained in this Section 10.01 or any other Loan Document, if the Agent and the Borrowers have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Agent and the Borrowers shall be permitted to amend such provision without the consent of any Lender if such amendment, supplement or waiver is delivered in order to cure ambiguities, omissions, mistakes or defects in such respective Loan Document and so long as such amendment, supplement or waiver does not adversely affect the rights of any Lender.
. Notices; Effectiveness; Electronic Communication .
(a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i) if to any Borrower or any other Loan Party or the Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 ; and
(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrowers).
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the




recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b) .
(b) Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Agent that it is incapable of receiving notices under such Article by electronic communication. The Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e- mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e‑mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) , if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.
(c) The Platform . THE PLATFORM IS PROVIDED “ AS IS ” AND “ AS AVAILABLE. ” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to any Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s, any Loan Party’s or the Agent’s transmission of Borrower Materials through the Platform, any other electronic platform or electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expense are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party or any of its Related Parties.
(d) Change of Address, Etc . Each of the Borrowers and the Agent may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Company and the Agent. In addition, each Lender agrees to notify the Agent from time to time to ensure that the Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrowers or their securities for purposes of United States Federal or state securities laws.
(e) Reliance by Agent and Lenders . The Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of a




Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Each Borrower shall indemnify the Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of such Borrower, except to the extent such losses, costs, expenses and liabilities resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Agent may be recorded by the Agent, and each of the parties hereto hereby consents to such recording.
. No Waiver; Cumulative Remedies
. No failure by any Lender or the Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided , however , that the foregoing shall not prohibit (a) the Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13 ), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided , further , that if at any time there is no Person acting as Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) , (c) and (d) of the preceding proviso and subject to Section 2.13 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
. Expenses; Indemnity; Damage Waiver .
(a) Costs and Expenses . The Borrowers shall pay (i) except as provided in Section 10.06(b)(iv) , all reasonable and documented out-of-pocket expenses incurred by the Agent and its Affiliates (including the reasonable fees, charges and disbursements of Jones Day, as counsel for the Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Agent or any Lender (including the fees, charges and disbursements of any counsel for the Agent, any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made, including all such out-of- pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided , however , that this Section 10.04(a) shall not apply with respect to Taxes.
(b) Indemnification by the Borrowers . Each Borrower shall indemnify the Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including, without limitation, the fees, charges and disbursements of one primary legal counsel to the Agent, the Arrangers and their Affiliates and the Lenders and, if required, one local counsel in each relevant jurisdiction (and, in the case of an actual or perceived conflict of interest where the Indemnitee informs the Company of such conflict and retains its own counsel, of one additional counsel for each such affected Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the




parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) result from the gross negligence, bad faith or willful misconduct of such Indemnitee, (y) result from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from any dispute solely among the Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as Agent, Arranger or any similar role under this Agreement or any other Loan Document and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their Subsidiaries. Without limiting the provisions of Section 3.01(c) , this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(c) Reimbursement by Lenders . To the extent that any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the outstanding Loans and unfunded Commitments of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided , further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent), or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d) .
(d) Waiver of Consequential Damages, Etc . To the fullest extent permitted by applicable law, neither any Loan Party nor any Indemnitee shall assert, and each party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee or any Loan Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof (except that an Indemnitee may assert, and does not waive, a claim against any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee.
(e) Payments . All amounts due under this Section shall be payable not later than ten Business Days after written demand therefor.
(f) Survival . The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
. Payments Set Aside
. To the extent that any payment by or on behalf of any Borrower is made to the Agent or any Lender, or the Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently




invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
. Successors and Assigns .
(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:
(i) Minimum Amounts .
(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consent (each such consent not to be unreasonably withheld or delayed).
(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;
(iii) Required Consents . No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Company (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and




(B) the consent of the Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided , however , that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Such processing and recordation fees, together with the costs and expenses of the Agent incurred in connection with the execution and delivery of such Assignment and Assumption, shall be paid by either the assignor or the assignee. The assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire.
(v) No Assignment to Certain Persons . No such assignment shall be made to (A) any Borrower or any of its Subsidiaries or Affiliates, (B) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person) or (C) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (C).
(vi) Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Agent, the applicable pro rata share of Committed Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Committed Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Subject to acceptance and recording thereof by the Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 , and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, and upon receipt of the original Note from the assignor marked “Cancelled,” each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
(c) Register . The Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrowers, the Agent and the Lenders shall treat each Person whose




name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain the holder of its Loans for all purposes hereunder, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iv) the Borrowers, the Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation); provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 , with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.
(e) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
. Treatment of Certain Information; Confidentiality




. Each of the Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (or any Eligible Assignee invited to be a Lender pursuant to Section 2.14 ) or (ii) any actual or prospective counterparty (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating a Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of a Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower (only to the extent that such availability of information is not to the Agent’s or such Lender’s knowledge in breach of the confidentiality requirements provided herein).
For purposes of this Section, “ Information ” means all information received from any Borrower or any Subsidiary (or any Affiliate of a Borrower or any Related Party of a Borrower or any such Subsidiary or Affiliate) relating to any Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Agent or any Lender on a nonconfidential basis prior to disclosure by any Borrower or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of the Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning a Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable law, including Federal and state securities laws.
. Right of Setoff
. If an Event of Default shall have occurred and be continuing, each Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective affiliates may have. Each Lender agrees to notify the Company and the




Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
. Interest Rate Limitation
. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “ Maximum Rate ”). If the Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by the Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
. Counterparts; Integration; Effectiveness . This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01 , this Agreement shall become effective when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or e‑mail transmission shall be promptly followed by such manually executed counterpart.
. Survival of Representations and Warranties
. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Agent and each Lender, regardless of any investigation made by the Agent or any Lender or on their behalf and notwithstanding that the Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.
. Severability
. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Agent then such provisions shall be deemed to be in effect only to the extent not so limited.
. Replacement of Lenders
. If the Borrowers are entitled to replace a Lender pursuant to the provisions of Section 3.06 , or if any Lender is a Defaulting Lender or a Non-Consenting Lender, or if a Lender is not an Accepting Lender under Section 10.01 , then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06 ), all of its interests, rights (other than its existing rights to payments pursuant to Sections




3.1 and 3.04 ) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a) the Borrowers shall have paid to the Agent the assignment fee (if any) specified in Section 10.06(b) ;
(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);
(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 , such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with applicable laws; and
(e) in the case of an assignment resulting from a Lender becoming a Non- Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.
. Governing Law; Jurisdiction; Etc .
(a) GOVERNING LAW . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b) SUBMISSION TO JURISDICTION . EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE AGENT, ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c) WAIVER OF VENUE . EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH




(B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d) SERVICE OF PROCESS . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
. Waiver of Jury Trial
. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
. No Advisory or Fiduciary Responsibility
. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower and each other Loan Party acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between each Borrower, each other Loan Party and their respective Subsidiaries and Affiliates, on the one hand, and the Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Borrower, any other Loan Party or any of their respective Subsidiaries and Affiliates, or any other Person and (B) neither the Agent, any Arranger nor any Lender has any obligation to any Borrower, any other Loan Party or any of their respective Subsidiaries and Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Subsidiaries and Affiliates, and neither the Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to any Borrower, any other Loan Party or any of their respective Subsidiaries and Affiliates. To the fullest extent permitted by law, each of the Borrowers and each other Loan Party hereby waives and releases any claims that it may have against the Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
. Electronic Execution of Assignments and Certain Other Documents
. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement, any other document executed in connection herewith and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on




the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by it; provided further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart.
. USA PATRIOT Act
. Each Lender that is subject to the Act (as hereinafter defined) and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the Agent, as applicable, to identify the Loan Parties in accordance with the Act. The Borrowers shall, promptly following a request by the Agent or any Lender, provide all documentation and other information that the Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.
. Acknowledgement and Consent to Bail-In of EEA Financial Institutions
. Solely to the extent any Lender that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and
(b) the effects of any Bail-in Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
Article XXI.
Article XXII. GUARANTY
. Guaranty
. Each Guarantor hereby guarantees to each Lender and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.
Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations, the obligations of the Guarantors under this Guaranty and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.




. Obligations Unconditional .
The obligations of the Guarantors under this Guaranty are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment), it being the intent of this Section 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers for amounts paid under this Guaranty until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(a) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;
(b) any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted;
(c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;
(d) any Lien granted to, or in favor of, the Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or
(e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of a Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of a Guarantor).
With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations.
. Reinstatement
. The obligations of the Guarantors under this Guaranty shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Agent and each other holder of the Obligations on demand for all reasonable costs and expenses (including, without limitation, the fees, charges and disbursements of counsel) incurred by the Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.
. Certain Additional Waivers
. Each Guarantor agrees that it shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 11.02 .
. Remedies
. Each Guarantor agrees that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Agent and the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances specified in Section 8.02 ) for purposes of Section 11.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and




payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01 .
. Guaranty of Payment; Continuing Guaranty
. The guarantee in this Guaranty is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations whenever arising.
. Further Agreements
. Each Guarantor agrees that neither the Agent nor any other holder of the Obligations will have any obligation to investigate the financial condition or affairs of the Borrowers for the benefit of such Guarantor nor to advise such Guarantor of any fact respecting, or any change in, the financial condition or affairs of the Borrowers which might come to the knowledge of the Agent or any holder of the Obligations at any time, whether or not the Agent or such holder of the Obligations knows or believes or has reason to know or believe that any such fact or change is unknown to such Guarantor or might (or does) materially increase the risk of such Guarantor as a Guarantor or might (or would) affect the willingness of such Guarantor to continue as a guarantor with respect to the Obligations.
. Additional Liability of Guarantors
. If any Guarantor is or becomes liable for any indebtedness owing by any Borrower to the Agent or any holder of the Obligations by endorsement or otherwise other than under this Guaranty, such liability shall not be in any manner impaired or reduced hereby but shall have all and the same force and effect it would have had if this Guaranty had not existed and such Guarantor’s liability hereunder shall not be in any manner impaired or reduced thereby.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)


Signature Page to Term Loan Agreement
IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the date first above written.
“ BORROWERS ”





ALEXANDER & BALDWIN, LLC,
a Delaware limited liability company


By: __/s/ Nelson N. S. Chun______
Name:Nelson N. S. Chun
Title:Authorized Signatory

By: __/s/ Alyson Nakamura______
Name:Alyson Nakamura
Title:Authorized Signatory


ALEXANDER & BALDWIN, LLC, SERIES M


By: __/s/ Christopher Benjamin______
Name:Christopher Benjamin
Title:President, Chief Executive Officer, Secretary and Treasurer


GRACE PACIFIC LLC,
a Hawaii limited liability company

By: A&B II, LLC,
a Hawaii limited liability company
its sole member

By: __/s/ Nelson N. S. Chun______
Name:Nelson N. S. Chun
Title:Vice President


By: __/s/ Alyson Nakamura______
Name:Alyson Nakamura
Title:Corporate Secretary
ALEXANDER & BALDWIN, LLC, SERIES R


By: __/s/ Nelson N. S. Chun______
Name:Nelson N. S. Chun
Title:Senior Vice President and Chief Legal Officer


By: __/s/ Alyson Nakamura______
Name:Alyson Nakamura
Title:Corporate Secretary


ALEXANDER & BALDWIN, LLC, SERIES T


By: __/s/ Nelson N. S. Chun_____
Name:Nelson N. S. Chun
Title:Senior Vice President and Chief Legal Officer


By: __/s/ Alyson Nakamura______
Name:Alyson Nakamura
Title:Corporate Secretary


[Signatures Continue on Following Page]
                    
“ GUARANTORS ”
ALEXANDER & BALDWIN, INC.



By:      _/s/ Nelson N. S. Chun______________     
Name:      Nelson N. S. Chun
Title:      Senior Vice President and Chief Legal Officer



By:      _/s/ Alyson Nakamura_____________     
Name:      Alyson Nakamura
Title:      Corporate Secretary


ALEXANDER & BALDWIN INVESTMENTS, LLC

By:      Alexander & Baldwin, Inc.




its manager


By:      _/s/ Nelson N. S. Chun______________          
Name:      Nelson N. S. Chun
Title:      Senior Vice President and Chief Legal Officer


By:      _/s/ Alyson Nakamura_____________     
Name:      Alyson Nakamura
Title:      Corporate Secretary


A&B II, LLC



By:      _/s/ Nelson N. S. Chun______________         
Name:      Nelson N. S. Chun
Title:      Vice President

                    
By:      _/s/ Alyson Nakamura_____________     
Name:      Alyson Nakamura
Title:      Corporate Secretary


[Signatures Continue on Following Page]
                    


“ AGENT ”

WELLS FARGO BANK, NATIONAL ASSOCIATION.,
as Agent and a Lender



By:      _/s/ Kevin A. Stacker__________
Name:      Kevin A. Stacker
Title:      Senior Vice President


[Signatures Continue on Following Page]

“ LENDER ”

BANK OF AMERICA, N.A.
as a Lender



By:      ____/s/ Helen Chan_________________________




Name:      _____________________________
Title:      _____________________________


[Signatures Continue on Following Page]

“ LENDER ”

FIRST HAWAIIAN BANK
as a Lender



By:      ________/s/ Darlene Blakeney_____________________
Name:      _____________________________
Title:      _____________________________


[Signatures Continue on Following Page]

                    

“ LENDER ”

U.S. BANK NATIONAL ASSOCIATION
as a Lender



By:      ___________/s/ Ken Case__________________
Name:      _____________________________
Title:      _____________________________


[Signatures Continue on Following Page]

                    

“ LENDER ”

AMERICAN AGCREDIT
as a Lender



By:      _____/s/ Janice T Thede________________________
Name:      _____________________________
Title:      _____________________________






[Signatures Continue on Following Page]

                    

“ LENDER ”

AMERICAN SAVINGS BANK, F.S.B.
as a Lender



By:      _________/s/ Edward Chin____________________
Name:      _____________________________
Title:      _____________________________


[Signatures Continue on Following Page]

                    

“ LENDER ”

BANK OF HAWAII                     
as a Lender



By:      _/s/ Kyle Bischoff____________________________
Name:      _____________________________
Title:      _____________________________


[Signatures Continue on Following Page]
                    

“ LENDER ”

CENTRAL PACIFIC BANK
as a Lender



By:      ______/s/ Lisa Nillos_______________________
Name:      _____________________________
Title:      _____________________________











Schedule 2.01




Schedule 2.01
COMMITMENTS AND APPLICABLE PERCENTAGES
Lender
Commitment
Amount
Applicable
Percentage
Wells Fargo Bank, National Association
$10,000,000
20.000000000%
Bank of America, N.A.
$8,500,000
17.000000000%
First Hawaiian Bank
$8,500,000
17.000000000%
U.S. Bank National Association
$7,500,000
15.000000000%
American AgCredit
$5,000,000
10.000000000%
American Savings Bank, F.S.B.
$4,000,000
8.000000000%
Bank of Hawaii
$4,000,000
8.000000000%
Central Pacific Bank
$2,500,000
5.000000000%
Total
$50,000,000.00
100.000000000%


Schedule 5.01

Schedule 5.01
SUBSIDIARIES OF HOLDINGS AND OWNERSHIP OF SUBSIDIARY EQUITY
ALEXANDER & BALDWIN, INC.
(Incorporated in Hawaii, March 19, 2012)
SUBSIDIARIES AND RELATED ENTITIES *
Alexander & Baldwin, LLC (a Delaware limited liability company)
Alexander & Baldwin, LLC, Series R (a series of a Delaware limited liability company)
•
A&B Deer Valley LLC (a Delaware limited liability company) (ABP is manager)
•
A&B Gateway LLC (a Hawaii limited liability company)
•
A&B Little Cottonwood LLC (a Delaware limited liability company)
•
A&B Lot 100 LLC (a Hawaii limited liability company)
•
A&B Mililani Investment LLC (a Hawaii limited liability company)
•
A&B Napili LLC (a Hawaii limited liability company)
•
A & B Properties Hawaii, LLC, Series R (a series of a Delaware limited liability company)
◦
A&B Lanihau LLC (a Hawaii limited liability company)
◦
A&B Manoa LLC (a Hawaii limited liability company)




◦
A&B Ninigret LLC (a Hawaii limited liability company)
◦
A&B P&L LLC (a Hawaii limited liability company)
◦
A&B Visalia 1 LLC (a Hawaii limited liability company)
◦
A&B Visalia 3 LLC (a Delaware limited liability company)
◦
A&B Wailea LLC (a Hawaii limited liability company)
◦
A&B Waipio 100 LLC (a Hawaii limited liability company)
◦
A&B Waipio Shopping Center LLC (a Hawaii limited liability company)
◦
AB Properties Concorde LLC (a Hawaii limited liability company)
◦
ABP Deer Valley LLC (a Delaware limited liability company)
◦
ABP Honokohau LLC (a Hawaii limited liability company)
◦
ABP Kailua Road LLC (a Hawaii limited liability company)
◦
ABP Kakaako Commerce 1 LLC (a Hawaii limited liability company)
◦
ABP Kakaako Commerce 2 LLC (a Hawaii limited liability company)
◦
ABP Komohana LLC (a Hawaii limited liability company)
◦
ABP Manoa Marketplace LH LLC (a Hawaii limited liability company)
◦
ABP Mililani Gateway LLC (a Hawaii limited liability company)
◦
ABP Mililani Gateway South LLC (a Hawaii limited liability company)
◦
ABP Napili LLC (a Hawaii limited liability company)
◦
ABP Pearl Highlands LLC (a Hawaii limited liability company)
◦
ABP Residuary LLC (a Hawaii limited liability company)
◦
ABP 2927 East Manoa Road LLC (a Hawaii limited liability company)
◦
ABP Ulupuni LLC (a Hawaii limited liability company)
◦
ABP Windward LLC (a Hawaii limited liability company)
◦
Aikahi Park Holdings LLC (a Hawaii limited liability company)
◦
EOK Kihei LLC (a Hawaii limited liability company)
◦
Kahului Town Center LLC (a Hawaii limited liability company)
◦
KKV Management LLC (a Hawaii limited liability company)
◦
Port Allen Residential LLC (a Hawaii limited liability company)
◦
Square One Lahaina LLC (a Hawaii limited liability company)
◦
Wailea Estates LLC (a Hawaii limited liability company)
◦
WDCI Deer Valley LLC (a Delaware limited liability company)
◦
WDCI Komohana LLC (a Hawaii limited liability company)
•
A&B Waianae LLC (a Delaware limited liability company)
•
AB Hawaii Royal MacArthur LLC (a Hawaii limited liability company)
•
ABI Concorde LLC (A Hawaii limited liability company)
•
ABI Mililani Gateway South LLC (a Hawaii limited liability company)
•
ABL Ag. LLC (a Hawaii limited liability company)
•
ABL Exchange LLC (a Hawaii limited liability company)
•
ABL Hahani LLC (a Hawaii limited liability company)
•
ABL Hamakua LLC (a Hawaii limited liability company)
•
ABL Kakaako Commerce 1 LLC (a Hawaii limited liability company)
•
ABL Kakaako Commerce 2 LLC (a Hawaii limited liability company)
•
ABL Kelo LLC (a Hawaii limited liability company)
•
ABL Manoa Marketplace LF LLC (a Hawaii limited liability company)
•
ABL Manoa Marketplace LH LLC (a Hawaii limited liability company)
•
ABL 233 Lahainaluna Road LLC (a Hawaii limited liability company)
•
ABX Napili LLC (a Hawaii limited liability company)
•
DSD LLC (a Hawaii limited liability company)
•
East Maui Landholdings, LLC (a Hawaii limited liability company)
•
EMI Kakaako Commerce LLC (a Hawaii limited liability company)
•
EMI Residuary LLC (a Hawaii limited liability company)
•
Kukui’ula Acres LLC (a Hawaii limited liability company)
•
Kukui’ula Village LLC (a Delaware limited liability company) (KKV Management is manager)**




•
Kukui’ula Web IP LLC (a Hawaii limited liability company)
•
Lodge IP LLC (a Hawaii limited liability company) (80% owned by A&B; 20% DMB)**
•
McBryde Sugar Company, LLC, Series R (a series of a Delaware limited liability company)
◦
McBryde Concorde LLC (a Hawaii limited liability company)
Alexander & Baldwin, LLC, Series T (a series of a Delaware limited liability company)
•
A&B KRS II LLC (a Hawaii limited liability company)
•
A & B Properties Hawaii, LLC, Series T (a series of a Delaware limited liability company)
◦
A&B Airport Hotel LLC (a Hawaii limited liability company)
◦
A&B Guam LLC (a Hawaii limited liability company)
◦
A&B Ka Milo LLC (a Hawaii limited liability company)
◦
A&B Kakaako LLC (a Hawaii limited liability company)
◦
A&B Kane LLC (a Hawaii limited liability company)
◦
A&B Kihei LLC (a Hawaii limited liability company)
▪
Kamalani Ventures LLC (a Hawaii limited liability company) (ABP is manager)
◦
A&B Kukui’ula Fairway Homes LLC (a Hawaii limited liability company)
◦
A&B MF-11 LLC (a Hawaii limited liability company)
◦
A&B MLR LLC (a Hawaii limited liability company)
◦
A&B Riverside LLC (a Hawaii limited liability company)
◦
A&B Santa Barbara LLC (a Hawaii limited liability company)
▪
Santa Barbara Land and Ranching Company, LLC (a Delaware limited liability company)**
◦
A&B Waiawa LLC (a Hawaii limited liability company)
◦
A&B Waikiki LLC (a Hawaii limited liability company)
◦
A&B Wailea Ridge Holdings LLC (a Hawaii limited liability company)
◦
Blacksand Hawaii Investment LLC (a Hawaii limited liability company)
◦
EOK 4607 LLC (a Hawaii limited liability company)
◦
Estates of Kahala LLC (a Hawaii limited liability company)
◦
Keawe Development LLC (a Hawaii limited liability company)
◦
Wailea MF-7 LLC (a Hawaii limited liability company)
◦
Wailea MF-8 LLC (a Hawaii limited liability company)
◦
Waimanu Development LLC (a Hawaii limited liability company)
•
A&B II, LLC (a Hawaii limited liability company)
◦
A&B EKS Holdings LLC (a Hawaii limited liability company)
◦
A&B EKS LH LLC (a Hawaii limited liability company)
◦
Grace Pacific LLC (a Hawaii limited liability company)
▪
G P Maintenance Solutions, Inc. (a Hawaii corporation)
▪
G P Roadway Solutions, Inc. (a Hawaii corporation)
▪
GLP Asphalt LLC (a Hawaii limited liability company) (Grace Pacific is Admin member)**
▪
Grace Pacific Precast, Inc. (a Hawaii corporation)
•
GP/RM Prestress, LLC (a Hawaii limited liability company) (Grace Pacific is manager)**
▪
Niu Construction, Inc. (a Hawaii corporation)
▪
Oahu Paving Company, Inc. (a Hawaii corporation)
•
ABHI Management LLC (a Hawaii limited liability company)
•
Agri-Quest Development Company, Inc. (a Hawaii corporation)
•
Central Maui Feedstocks LLC (a Hawaii limited liability company)
•
East Maui Irrigation Company, LLC (a Hawaii limited liability company)
•
Kahului Trucking & Storage, Inc. (a Hawaii corporation)
•
Kauai Commercial Company, Incorporated (a Hawaii corporation)
•
KDC, LLC (a Hawaii Limited Liability Company) (owned by ABL, McBryde Sugar Company, LLC and Kukui’ula Development Company, Inc. - ABP is manager)
•
Kukui’ula Development, LLC (a Hawaii limited liability company)
◦
South Shore Resources LLC (a Hawaii limited liability company)
•
Kulolio Ranch LLC (a Hawaii limited liability company)
•
McBryde Sugar Company, LLC, Series T (a Delaware limited liability company)




◦
McBryde Camp Housing LLC (a Hawaii limited liability company)
◦
McBryde Resources, Inc. (a Hawaii corporation)
•
Ohanui Corporation (a Hawaii corporation)
•
WTEI, LLC (a Hawaii limited liability company)
◦
WAISOLARTEI, Inc. (a Hawaii corporation)

Alexander & Baldwin REIT Holdings, Inc . (a Hawaii corporation)
•
A&B REIT Merger Corporation (a Hawaii corporation)

Alexander & Baldwin, LLC, Series M (a series of a Delaware limited liability company)

INACTIVE SUBSIDIARIES *

A & B Inc. (a Hawaii corporation) - allocated to Alexander & Baldwin, LLC, Series T
*      Wholly-owned unless otherwise indicated.
**      Partial ownership.
***      Currently managed by third party.

Exhibit B
Schedule 7.02

Schedule 7.02
EXISTING LIENS
1.
Claims by native Hawaiians or others (excluding lenders to Borrower or its Subsidiaries) to lands owned by Borrower or its Subsidiaries in the State of Hawaii, or to rights in such lands.
2.
Kuleana that may be present in respect of lands owned in whole or in part by Borrower or its Subsidiaries in the State of Hawaii.
3.
The statutory reservation to the State of Hawaii of all mineral and metallic mines for certain properties owned by Borrower or its Subsidiaries in the State of Hawaii.
4.
Promissory Note and Mortgage and Security Agreement among ABP Pearl Highlands LLC and The Northwestern Mutual Life Insurance Company, dated November 20, 2014. The balance outstanding is approximately $87,776,000.
5.
Promissory Note and Mortgage, Security Agreement and Fixture Filing among ABL Manoa Marketplace LF LLC, A&B Manoa LLC, ABL Manoa Marketplace LH LLC, and ABP Manoa Marketplace LH LLC and First Hawaiian Bank, dated August 1, 2016. The balance outstanding is approximately $60,000,000.
6.
Term Loan Agreement among Kukui’ula Village LLC and Bank of America, N.A. as administrative agent and lender, dated November 5, 2013, as amended. The balance outstanding under the agreements is approximately $9,373,000.
7.
Note, Loan Assumption Agreement and ISDA Master Agreement and Schedule among ABP Windward LLC and Bank of Hawaii, dated as of December 20, 2013. The balance outstanding under the agreements is approximately $11,027,000.




8.
Note and Second Mortgage, Security Agreement and Fixture Filing among ABP Windward LLC and Bank of Hawaii, dated as of January 24, 2017. The balance outstanding under the agreement is approximately $4,912,000.
9.
Credit Agreement and ISDA Master Agreement and Schedule among GLP Asphalt LLC and Bank of Hawaii, dated as of June 13, 2008 and April 8, 2008, respectively. The balance outstanding under the agreements is approximately $5,248,400.
10.
Promissory Note and Credit Agreement among GLP Asphalt LLC and Wells Fargo Bank, National Association dated as of March 5, 2016. There is currently no balance outstanding under the agreement.

Schedule 10.02

Schedule 10.02
AGENT’S OFFICE; CERTAIN ADDRESSES FOR NOTICES
Loan Parties :
Alexander & Baldwin, Inc.
822 Bishop Street
Honolulu, Hawaii 96813
www.alexanderbaldwin.com
Primary contact:
Attention:      Chief Financial Officer
Telephone:      808-525-8492
Telecopier:      808-525-6616
Email:      jmead@abinc.com
With a copy to:
Attention:      Chief Legal Officer
Telephone:      808-525-6622
Telecopier:      808-525-6616
Email:      nchun@abinc.com
Administrative Agent :
For payments and Notices of Borrowing, Conversion and Continuation:
Wells Fargo Bank, N.A., as Agent
Mail Code: N9300-091
4TH ST FL 9     
Minneapolis MN 55415
    
Attention: Kirby D. Wilson




Telephone: (612) 667-6009
Facsimile: (866) 595-7863
e-mail: Kirby.d.wilson@wellsfargo.com

Wire Instructions:
Bank Name:  Wells Fargo Bank NA, Minneapolis, MN
Routing Number:  121000248
Account Name: Agency CRE Clearing Account
Account Number:  02057751628807
Ref:  Alexander & Baldwin LLC
Attention:   Kirby Wilson

For all other Notices :
Wells Fargo Bank, N.A.,
Commercial Real Estate - REIT Finance Group
1800 Century Park East, 12th Floor
Los Angeles, CA 90067
MAC E2186-125
Attention: Kevin A. Stacker     
Telephone: 310.789.3768     
Facsimile: 310.789.8999     
e-mail: kevin.a.stacker@wellsfargo.com     

with a copy to

Wells Fargo Bank, N.A.,
Real Estate Syndicated Finance
Wells Fargo Securities
550 S. Tryon St., 6th Floor
Charlotte, NC 28202
Attention: George Durban     
e-mail: george.durban@wellsfargo.com     


Exhibit A

EXHIBIT A
FORM OF COMMITTED LOAN NOTICE
Date: _______________
To:      Wells Fargo Bank, National Association, as Agent
Ladies and Gentlemen:
Reference is made to that certain Term Loan Agreement, dated as of February 26, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement; ” the terms defined therein being used herein as therein defined), among Alexander & Baldwin, LLC, a Delaware limited liability company (the “ Company ”), Grace Pacific LLC, a Hawaii limited liability company (“ Grace ”), Alexander & Baldwin, LLC, Series R (“ Series R ”), Alexander & Baldwin, LLC, Series T (“ Series T ”), Alexander & Baldwin, LLC, Series M (“ Series M ”) and certain Additional Borrowers from time to time party thereto (together with the Company, Grace, Series R, Series T and Series M, each individually, a “ Borrower ” and collectively, the




“ Borrowers ”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as Agent.
The undersigned hereby requests (select one):
A Borrowing of Committed Loans
A conversion or continuation of the following Loan(s):
    
[describe]
1.      On           (a Business Day).
2.      In the amount of $      .
3.      Comprised of [Base Rate Loans][Eurodollar Loans].
[Type of Committed Loan requested or, for conversions, type of Loan to which the Loan described above is requested to be converted]
4.      For Eurodollar Loans: with an Interest Period of [_____ months] One, two, three or six, pursuant to Section 1.01 of the Credit Agreement. 1 [one week].
The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Credit Agreement.
[Signatures Appear on Following Page]


“ BORROWER ”





ALEXANDER & BALDWIN, LLC,
a Delaware limited liability company


By:
Name:Nelson N. S. Chun
Title:Authorized Signatory

By:
Name:Alyson Nakamura
Title:Authorized Signatory


ALEXANDER & BALDWIN, LLC, SERIES M


By:
Name:Christopher Benjamin
Title:President, Chief Executive Officer, Secretary and Treasurer


GRACE PACIFIC LLC,
a Hawaii limited liability company

By: A&B II, LLC,
a Hawaii limited liability company
its sole member

By:
Name:Nelson N. S. Chun
Title:Vice President


By:
Name:Alyson Nakamura
Title:Corporate Secretary
ALEXANDER & BALDWIN, LLC, SERIES R


By:
Name:Nelson N. S. Chun
Title:Senior Vice President and Chief Legal Officer


By:
Name:Alyson Nakamura
Title:Corporate Secretary


ALEXANDER & BALDWIN, LLC, SERIES T


By:
Name:Nelson N. S. Chun
Title:Senior Vice President and Chief Legal Officer


By:
Name:Alyson Nakamura
Title:Corporate Secretary

Exhibit B

EXHIBIT B
FORM OF DISBURSEMENT INSTRUCTION AGREEMENT

DISBURSEMENT INSTRUCTION AGREEMENT






Borrower: ALEXANDER & BALDWIN, LLC, a Delaware limited liability company (the “Company”), GRACE PACIFIC LLC, a Hawaii limited liability company (“Grace”), Alexander & Baldwin, LLC, Series R (“Series R”), Alexander & Baldwin, LLC, Series T (“Series T”), Alexander & Baldwin, LLC, Series M (“Series M”)

Administrative Agent: Wells Fargo Bank, National Association

Loan:   Loan number 1017766 made pursuant to that certain “Term Loan Agreement” dated as of February 26, 2018 between Borrower, Administrative Agent, Wells Fargo Securities, LLC and Lenders, as amended from time to time

Effective Date: February 26, 2018

Check applicable box:

New   - This is the first Disbursement Instruction Agreement submitted in connection with the Loan.
Replace Previous Agreement  - This is a replacement Disbursement Instruction Agreement. All prior instructions submitted in connection with this Loan are cancelled as of the Effective Date set forth above.

This Agreement must be signed by the Borrower and is used for the following purposes:

(1)
to designate an individual or individuals with authority to request disbursements of:

a.
Loan proceeds, at the time of Loan closing/origination;

b.
Borrower’s funds at the time of Loan closing/origination from a Borrower account held at Wells Fargo Bank, N.A. which is NOT a Restricted Account (as defined in the Terms and Conditions attached to this Agreement);

c.
Loan proceeds subsequent to Loan closing/origination;

d.
Funds from Restricted Accounts, if applicable; and

(2)
to provide Administrative Agent with specific instructions for wiring or transferring funds on Borrower’s behalf.

Any of the disbursements, wires or transfers described above are referred to herein as a “ Disbursement .”

Specific dollar amounts for Disbursements must be provided to Administrative Agent at the time of the applicable Disbursement in the form of a signed closing statement, an email instruction or other written communication (each, a “ Disbursement Request ”) from an applicable Authorized Representative (as defined in the Terms and Conditions attached to this Agreement).

A new Disbursement Instruction Agreement must be completed and signed by the Borrower if (i) all or any portion of a Disbursement is to be transferred to an account or an entity not described in this Agreement or (ii) Borrower wishes to add or remove any Authorized Representatives.

See the Additional Terms and Conditions attached hereto for additional information and for definitions of certain capitalized terms used in this Agreement.





Individual or Individuals with Authority to Request Disbursements
Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “ Disbursement Authorizer ”) to disburse Loan proceeds on or about the date of the Loan origination/closing and to initiate Disbursements in connection therewith:
 
Individual’s Name
Title
1.
James E. Mead
Chief Financial Officer
2.
Kenneth Kan
Director, Corporate Finance
3.
Nelson Chun
SVP & Chief Legal Officer
 
 
 

Describe Restrictions, if any, on the authority of the Closing Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.):
If there are no restrictions described here, any Closing Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds.
DELETE THIS HEADER BEFORE SENDING TO BORROWER.
WIRE INSTRUCTIONS RECEIVED FROM THIRD PARTIES MUST BE ATTACHED.




Exhibit B


DELETE FOLLOWING SECTION IF NO WIRE TRANSFERS AT ORIGINATION/CLOSING

Permitted Wire Transfers at Loan Closing/Origination:   Disbursement Requests for Disbursement(s) from the Loan proceeds to be made at Loan Closing/Origination (each a “ Closing Disbursement ”)by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Closing Exhibit. All wire instructions must be in the format specified on the Closing Exhibit.
 
Names of Receiving Parties for the Closing Disbursement(s) (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Closing Exhibit)
1.
Alexander & Baldwin, LLC, Series R
2.
Alexander & Baldwin, LLC, Series T
3.
 

DELETE FOLLOWING SECTION IF NO DEPOSITS INTO WFB ACCOUNTS AT ORIGINATION/CLOSING
ADD LINES FOR ADDITIONAL DEPOSIT ACCOUNT INFORMATION IF NECESSARY]

Direct Deposit at Loan Closing/Origination:   Disbursement Requests for Disbursement(s) from the Loan proceeds to be deposited at Loan Closing/Origination into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below.
Name on Deposit Account into which Disbursements to be Deposited:
Wells Fargo Bank, N.A. Deposit Account Number:
Further Credit Information/Instructions:


Exhibit B

DELETE FOLLOWING SECTION IF NO SUBSEQUENT WIRE TRANSFERS ANTICIPATED





Permitted Wire Transfers Subsequent to Loan Closing/Origination:   Disbursement Requests for Disbursements from the Loan proceeds to be made subsequent to Loan Closing/Origination  (each a “ Subsequent Disbursement ”) by wire transfer must specify the amount and applicable Receiving Party. Each Receiving Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions that have been provided directly to Administrative Agent by the Receiving Party or Borrower and attached as the Subsequent Disbursement Exhibit. All wire instructions must be in the format specified on the Subsequent Disbursement Exhibit.
 
Names of Receiving Parties for Subsequent Disbursements (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Subsequent Disbursement Exhibit)
1.
Alexander & Baldwin, LLC, Series R
2.
Alexander & Baldwin, LLC, Series T
3.
 

DELETE FOLLOWING SECTION IF NO SUBSEQUENT DEPOSITS INTO WFB ACCOUNTS SUBSEQUENT TO LOAN CLOSING/ORIGINATION ANTICIPATED
ADD LINES FOR ADDITIONAL DEPOSIT ACCOUNT INFORMATION IF NECESSARY]

Direct Deposit Subsequent to Loan Closing/Origination:   Disbursement Requests for Disbursements from the Loan proceeds to be deposited subsequent to Loan Closing/Origination  into an account at Wells Fargo Bank, N.A. must specify the amount and applicable account. Each account included in any such Disbursement Request must be listed below.
Name on Deposit Account into which Disbursements to be Deposited:
Wells Fargo Bank, N.A. Deposit Account Number:
Further Credit Information/Instructions:

Exhibit B
Borrower acknowledges that all of the information in this Agreement is correct and agrees to the terms and conditions set forth herein and in the Additional Terms and Conditions on the following page.

“ BORROWERS ”





ALEXANDER & BALDWIN, LLC,
a Delaware limited liability company


By:
Name:Nelson N. S. Chun
Title:Authorized Signatory

By:
Name:Alyson Nakamura
Title:Authorized Signatory


ALEXANDER & BALDWIN, LLC, SERIES M


By:
Name:Christopher Benjamin
Title:President, Chief Executive Officer, Secretary and Treasurer


GRACE PACIFIC LLC,
a Hawaii limited liability company

By: A&B II, LLC,
a Hawaii limited liability company
its sole member

By:
Name:Nelson N. S. Chun
Title:Vice President


By:
Name:Alyson Nakamura
Title:Corporate Secretary
ALEXANDER & BALDWIN, LLC, SERIES R


By:
Name:Nelson N. S. Chun
Title:Senior Vice President and Chief Legal Officer


By:
Name:Alyson Nakamura
Title:Corporate Secretary


ALEXANDER & BALDWIN, LLC, SERIES T


By:
Name:Nelson N. S. Chun
Title:Senior Vice President and Chief Legal Officer


By:
Name:Alyson Nakamura
Title:Corporate Secretary

                    
Additional Terms and Conditions to the Disbursement Instruction Agreement

Definitions. The following capitalized terms shall have the meanings set forth below:

“Authorized Representative” means any or all of the Closing Disbursement Authorizers, Subsequent Disbursement Authorizers and Restricted Account Disbursement Authorizers, as applicable.
“Receiving Bank” means the financial institution where a Receiving Party maintains its account.
“Receiving Party” means the ultimate recipient of funds pursuant to a Disbursement Request.
“Restricted Account” means an account at Wells Fargo Bank, N.A. associated with the Loan to which Borrower’s access is restricted.

Capitalized terms used in these Additional Terms and Conditions to Disbursement Instruction Agreement and not otherwise defined herein shall have the meanings given to such terms in the body of the Agreement.

Disbursement Requests. Except as expressly provided in the Credit Agreement, Administrative Agent must receive Disbursement Requests in writing. Disbursement Requests will only be accepted from the applicable Authorized Representatives designated in the Disbursement Instruction Agreement. Disbursement Requests will be processed subject to satisfactory completion of Administrative Agent’s customer verification procedures. Administrative Agent is only responsible for making a good faith effort to execute each Disbursement Request and may use agents of its choice to execute Disbursement Requests. Funds disbursed pursuant to a Disbursement Request may be transmitted directly to the Receiving Bank, or indirectly to the Receiving Bank through another bank, government agency, or other third party that Administrative Agent considers to be reasonable. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each Disbursement will be made. Administrative Agent may delay or refuse to accept a Disbursement Request if the Disbursement would: (i) violate the terms of this Agreement; (ii) require use of a bank unacceptable to Administrative Agent or Lenders or prohibited by government authority; (iii) cause Administrative Agent or Lenders to violate any Federal Reserve or other regulatory risk control program or guideline; or (iv) otherwise cause Administrative Agent or Lenders to violate any applicable law or regulation.

Limitation of Liability. Administrative Agent and Lenders shall not be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s requested Disbursements may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any Lender; (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or




other events beyond Administrative Agent’s or any Lender’s control; or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Administrative Agent, any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement. IN NO EVENT WILL ADMINISTRATIVE AGENT OR ANY LENDER BE LIABLE FOR DAMAGES ARISING DIRECTLY OR INDIRECTLY IF A DISBURSEMENT REQUEST IS EXECUTED BY ADMINISTRATIVE AGENT IN GOOD FAITH AN IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

Reliance on Information Provided. Administrative Agent is authorized to rely on the information provided by Borrower or any Authorized Representative in or in accordance with this Agreement when executing a Disbursement Request until Administrative Agent has received a new Agreement signed by Borrower. Borrower agrees to be bound by any Disbursement Request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with this Agreement, even if not properly authorized by Borrower. Administrative Agent may rely solely (i) on the account number of the Receiving Party, rather than the Receiving Party’s name, and (ii) on the bank routing number of the Receiving Bank, rather than the Receiving Bank’s name, in executing a Disbursement Request. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower or an Authorized Representative. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfers or requests or takes any actions in an attempt to detect unauthorized Disbursement Requests, Borrower agrees that, no matter how many times Administrative Agent takes these actions, Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, and such actions shall not become any part of the Disbursement procedures authorized herein, in the Loan Documents, or in any agreement between Administrative Agent and Borrower.

International Disbursements. A Disbursement Request expressed in US Dollars will be sent in US Dollars, even if the Receiving Party or Receiving Bank is located outside the United States. Administrative Agent will not execute Disbursement Requests expressed in foreign currency unless permitted by the Credit Agreement.

Errors. Borrower agrees to notify Administrative Agent of any errors in the Disbursement of any funds or of any unauthorized or improperly authorized Disbursement Requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such Disbursement.

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so.
Exhibit B
CLOSING EXHIBIT
WIRE INSTRUCTIONS

ADMINISTRATIVE AGENT TO ATTACH WIRE INSTRUCTIONS FROM RECEIVING PARTIES

All wire instructions must contain the following information:


Transfer/Deposit Funds to (Receiving Party Account Name)
Receiving Party Deposit Account Number
Receiving Party Address (City and Country, at a minimum)*
Receiving Bank Name, City and State
Receiving Bank Routing (ABA) Number
Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.)

*The Receiving Party’s Address must be provided for international/cross-border wire transfers. International/cross-border wires are defined as funds transfers that originate outside the U.S. and are destined for a Receiving Party in the U.S., those that originate in the U.S. and are destined for a Receiving Party outside the U.S., as well as those that originate outside the U.S. and are destined for a Receiving Party outside the U.S.

SUBSEQUENT DISBURSEMENT EXHIBIT
WIRE INSTRUCTIONS

ADMINISTRATIVE AGENT TO ATTACH WIRE INSTRUCTIONS FROM RECEIVING PARTIES

All wire instructions must contain the following information:






Transfer/Deposit Funds to (Receiving Party Account Name)
Receiving Party Deposit Account Number
Receiving Party Address (City and Country, at a minimum)*
Receiving Bank Name, City and State
Receiving Bank Routing (ABA) Number
Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.)


*The Receiving Party’s Address must be provided for international/cross-border wire transfers. International/cross-border wires are defined as funds transfers that originate outside the U.S. and are destined for a Receiving Party in the U.S., those that originate in the U.S. and are destined for a Receiving Party outside the U.S., as well as those that originate outside the U.S. and are destined for a Receiving Party outside the U.S.
Exhibit C
EXHIBIT C
FORM OF NOTE
[DATE]
FOR VALUE RECEIVED, the undersigned (the “ Borrowers ”) hereby jointly and severally promise to pay to _____________________ or registered assigns under Section 10.06(b) and (c) of the Credit Agreement (defined below) (the “ Lender ”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrowers under that certain Term Loan Agreement, dated as of February 26, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement; ” the terms defined therein being used herein as therein defined), among the Borrowers, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as Agent.
The Borrowers jointly and severally promise to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Agent for the account of the Lender in Dollars in immediately available funds at the Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.
This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.
Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Signatures Appear on Following Page]

                    
“ BORROWERS ”         




ALEXANDER & BALDWIN, LLC,
a Delaware limited liability company


By:
Name:Nelson N. S. Chun
Title:Authorized Signatory

By:
Name:Alyson Nakamura
Title:Authorized Signatory


ALEXANDER & BALDWIN, LLC, SERIES M


By:
Name:Christopher Benjamin
Title:President, Chief Executive Officer, Secretary and Treasurer


GRACE PACIFIC LLC,
a Hawaii limited liability company

By: A&B II, LLC,
a Hawaii limited liability company
its sole member

By:
Name:Nelson N. S. Chun
Title:Vice President


By:
Name:Alyson Nakamura
Title:Corporate Secretary
ALEXANDER & BALDWIN, LLC, SERIES R


By:
Name:Nelson N. S. Chun
Title:Senior Vice President and Chief Legal Officer


By:
Name:Alyson Nakamura
Title:Corporate Secretary


ALEXANDER & BALDWIN, LLC, SERIES T


By:
Name:Nelson N. S. Chun
Title:Senior Vice President and Chief Legal Officer


By:
Name:Alyson Nakamura
Title:Corporate Secretary


Exhibit D

EXHIBIT D-1
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Term Loan Agreement, dated February 26, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement; ” the terms defined therein being used herein as therein defined), among Alexander & Baldwin, LLC, a Delaware limited liability company (the “ Company ”), Grace Pacific LLC, a Hawaii limited liability company (“ Grace ”), Alexander & Baldwin, LLC, Series R (“ Series R ”), Alexander & Baldwin, LLC, Series T (“ Series T ”), Alexander & Baldwin, LLC, Series M (“ Series M ”) and certain Additional Borrowers from time to time party thereto (together with the Company, Grace, Series R, Series T and Series M, each individually, a “ Borrower ” and collectively, the “ Borrowers ”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as Agent.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in




respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF LENDER]



By:      _________________________
Name:      _________________________
Title:      _________________________     
Date:      _________________________
EXHIBIT D-2
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Term Loan Agreement, dated February 26, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement; ” the terms defined therein being used herein as therein defined), among Alexander & Baldwin, LLC, a Delaware limited liability company (the “ Company ”), Grace Pacific LLC, a Hawaii limited liability company (“ Grace ”), Alexander & Baldwin, LLC, Series R (“ Series R ”), Alexander & Baldwin, LLC, Series T (“ Series T ”), Alexander & Baldwin, LLC, Series M (“ Series M ”) and certain Additional Borrowers from time to time party thereto (together with the Company, Grace, Series R, Series T and Series M, each individually, a “ Borrower ” and collectively, the “ Borrowers ”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as Agent.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
it is not a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.




Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT]



By:      _________________________
Name:      _________________________
Title:      _________________________     
Date:      _________________________
EXHIBIT D-3
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Term Loan Agreement, dated February 26, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement; ” the terms defined therein being used herein as therein defined), among Alexander & Baldwin, LLC, a Delaware limited liability company (the “ Company ”), Grace Pacific LLC, a Hawaii limited liability company (“ Grace ”), Alexander & Baldwin, LLC, Series R (“ Series R ”), Alexander & Baldwin, LLC, Series T (“ Series T ”), Alexander & Baldwin, LLC, Series M (“ Series M ”) and certain Additional Borrowers from time to time party thereto (together with the Company, Grace, Series R, Series T and Series M, each individually, a “ Borrower ” and collectively, the “ Borrowers ”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as Agent.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (or W-8BEN-E, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or W-8BEN-E, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT]



By:      _________________________




Name:      _________________________
Title:      _________________________     
Date:      _________________________
EXHIBIT D-4
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Term Loan Agreement, dated February 26, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement; ” the terms defined therein being used herein as therein defined), among Alexander & Baldwin, LLC, a Delaware limited liability company (the “ Company ”), Grace Pacific LLC, a Hawaii limited liability company (“ Grace ”), Alexander & Baldwin, LLC, Series R (“ Series R ”), Alexander & Baldwin, LLC, Series T (“ Series T ”), Alexander & Baldwin, LLC, Series M (“ Series M ”) and certain Additional Borrowers from time to time party thereto (together with the Company, Grace, Series R, Series T and Series M, each individually, a “ Borrower ” and collectively, the “ Borrowers ”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as Agent.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (or W-8BEN-E, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or W-8BEN-E, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF LENDER]


By:      _________________________
Name:      _________________________
Title:      _________________________     
Date:      _________________________ Exhibit E-1

EXHIBIT E-1




FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “ Assignor ”) and the Assignee identified in item 2 below (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement (as defined below), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all of the rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Guarantees) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Assigned Interest ”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
1.
Assignor:         
    
Assignor [is] [is not] a Defaulting Lender.
2.
Assignee :         
    
[for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender]]
3.
Borrowers :      Alexander & Baldwin, LLC, a Delaware limited liability company (the “ Company ”), Grace Pacific LLC, a Hawaii limited liability company (“ Grace ”), Alexander & Baldwin, LLC, Series R (“ Series R ”), Alexander & Baldwin, LLC, Series T (“ Series T ”), Alexander & Baldwin, LLC, Series M (“ Series M ”) and certain Additional Borrowers from time to time party thereto
4.
Agent :      Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement
5.
Credit Agreement : Term Loan Agreement, dated as of February 26, 2018, as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, among the Borrowers, the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as Agent.
6.
Assigned Interest :




Facility
Assigned
Aggregate Amount of Commitment/
Loans
for all Lenders
Amount of Commitment/
Loans
Assigned
Percentage Assigned of Commitment/
Loans  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
__________
$__________
$__________
__________%
__________
$__________
$__________
__________%
__________
$__________
$__________
__________%

7.
[ Trade Date :          ]
Effective Date: _______________, 20__ [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
[Signatures Appear on Following Page]
The terms set forth in this Assignment and Assumption are hereby agreed to:
“ ASSIGNOR ”

[NAME OF ASSIGNOR]

    

By:      _____________________________
Name:      _____________________________
Title:      _____________________________

“ASSIGNEE”

[NAME OF ASSIGNEE]



By:      _____________________________
Name:      _____________________________
Title:      _____________________________
 

[Consented to and] To be added only if the consent of the Agent is required by the terms of the Credit Agreement. Accepted:

WELLS FARGO BANK, N.A.,
as Agent



By:      _____________________________
Name:      _____________________________
Title:      _____________________________

[Consented to:] To be added only if the consent of the Company is required by the terms of the Credit Agreement.





ALEXANDER & BALDWIN, LLC,
a Delaware limited liability company



By:      _____________________________
Name:      _____________________________
Title:      _____________________________

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1.      Representations and Warranties .
1.1      Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2      Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
The Assignee represents and warrants as of the Effective Date to the Agent, the Assignor and the respective Affiliates of each, and not, for the avoidance of doubt, for the benefit of the Borrowers or any other Loan Party, that the Assignee is not and will not be (1) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), (2) a plan or account subject to Section 4975 of the Internal




Revenue Code of 1986 (the “ Code ”); (3) an entity deemed to hold “plan assets,” within the meaning of section 3(42) of ERISA, of any such plans or accounts for purposes of ERISA or the Code; or (4) a “governmental plan” within the meaning of section 3(32) of ERISA.
2.      Payments . From and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.
3.      General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or electronic PDF shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Exhibit E-2

EXHIBIT E-2
FORM OF ADMINISTRATIVE QUESTIONNAIRE
(See attached.)

Exhibit F


EXHIBIT F
FORM OF COMPLIANCE CERTIFICATE
 
Check for distribution to public and  private side Lenders
For the fiscal [quarter][year] ended ____________, 20___. (“ Statement Date ”)
I, ____________________, [Title] of Alexander & Baldwin, LLC, a Delaware limited liability company (the “ Company ”), Grace Pacific LLC, a Hawaii limited liability company (“ Grace ”), Alexander & Baldwin, LLC, Series R (“ Series R ”), Alexander & Baldwin, LLC, Series T (“ Series T ”), Alexander & Baldwin, LLC, Series M (“ Series M ”) and certain Additional Borrowers from time to time party thereto (together with the Company, Grace, Series R, Series T and Series M, each individually, a “ Borrower ” and collectively, the “ Borrowers ”), hereby certify that, to the best of my knowledge and belief, with respect to that certain Term Loan Agreement dated as of February 26, 2018 (as amended, restated, amended and restated, extended supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among the Borrowers, the Guarantors party thereto, the Lenders and Wells Fargo Bank, National Association., as Agent:




(a)
The company-prepared financial statements which accompany this certificate fairly present in all material respects the financial condition and results of operations of Holdings and its Subsidiaries in accordance with GAAP and have been prepared in accordance with GAAP, [subject only to changes resulting from normal year-end adjustments] Insert for quarterly financials. .
(b)
(select one) :
No Default exists as of the date hereof.
The following covenants or conditions have not been performed or observed and the following is a list of the nature and period of existence of each such Default and what action the Borrowers propose to take with respect thereto:
Delivered herewith are detailed calculations (i) setting forth the aggregate amount of Restricted Payments made during the fiscal period referred to above and (ii) showing the calculation of the financial covenants contained in Sections 7.01 , 7.03(c) , 7.04(d) , 7.04(e) and 7.05 of the Credit Agreement as of the end of the fiscal period referred to above.

[Signatures Appear on Following Page]

This _____ day of __________, 20__.
“ BORROWERS ”

                    




ALEXANDER & BALDWIN, LLC,
a Delaware limited liability company


By:
Name:Nelson N. S. Chun
Title:Authorized Signatory

By:
Name:Alyson Nakamura
Title:Authorized Signatory


ALEXANDER & BALDWIN, LLC, SERIES M


By:
Name:Christopher Benjamin
Title:President, Chief Executive Officer, Secretary and Treasurer


GRACE PACIFIC LLC,
a Hawaii limited liability company

By: A&B II, LLC,
a Hawaii limited liability company
its sole member

By:
Name:Nelson N. S. Chun
Title:Vice President


By:
Name:Alyson Nakamura
Title:Corporate Secretary
ALEXANDER & BALDWIN, LLC, SERIES R


By:
Name:Nelson N. S. Chun
Title:Senior Vice President and Chief Legal Officer


By:
Name:Alyson Nakamura
Title:Corporate Secretary


ALEXANDER & BALDWIN, LLC, SERIES T


By:
Name:Nelson N. S. Chun
Title:Senior Vice President and Chief Legal Officer


By:
Name:Alyson Nakamura
Title:Corporate Secretary

Attachment to Officer’s Certificate
Computation of Financial Covenants

[See attached]


Exhibit G

EXHIBIT G
[RESERVED]

Exhibit H





EXHIBIT H
FORM OF NOTICE OF LOAN PREPAYMENT
TO:
Wells Fargo Bank, N.A., as Agent
RE:
Term Loan Agreement, dated as of February 26, 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement; ” the terms defined therein being used herein as therein defined), among Alexander & Baldwin, LLC, a Delaware limited liability company (the “ Company ”), Grace Pacific LLC, a Hawaii limited liability company (“ Grace ”), Alexander & Baldwin, LLC, Series R (“ Series R ”), Alexander & Baldwin, LLC, Series T (“ Series T ”), Alexander & Baldwin, LLC, Series M (“ Series M ”) and certain Additional Borrowers from time to time party thereto (together with the Company, Grace, Series R, Series T and Series M, each individually, a “ Borrower ” and collectively, the “ Borrowers ”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Wells Fargo Bank, National Association., as Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
DATE:
[Date] Three Business Days prior to the date of prepayment of Eurodollar Loans, one Business Day prior to the date of prepayment of Base Rate Loans.
The undersigned Borrower hereby notifies the Agent that on ____________ pursuant to the terms of Section 2.05 of the Credit Agreement, such Borrower intends to prepay/repay the following Loans as more specifically set forth below:
Optional prepayment of Committed Loans in the following amount(s):
Eurodollar Loans: $_______________ Any prepayment of Eurodollar Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or if less, the entire principal amount thereof outstanding).
Applicable Interest Period: _______________
Base Rate Loans: $_______________ Any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or if less, the entire principal amount thereof outstanding).
Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[APPLICABLE BORROWER]

By:         
Name:
Title:]

Exhibit I
EXHIBIT I
[INTENTIONALLY OMITTED]






Exhibit J

EXHIBIT J
FORM OF JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this “ Agreement ”), dated as of [____________, ____], is by and among [____________________, a ____________________] (the “ Subsidiary Guarantor ”), and Wells Fargo Bank, National Association, in its capacity as administrative agent (in such capacity, the “ Agent ”) under that certain Term Loan Agreement, dated as of February 26, 2018 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “ Credit Agreement ”), by and among Alexander & Baldwin, LLC, a Delaware limited liability company (the “ Company ”), Grace Pacific LLC, a Hawaii limited liability company (“ Grace ”), Alexander & Baldwin, LLC, Series R (“ Series R ”), Alexander & Baldwin, LLC, Series T (“ Series T ”), Alexander & Baldwin, LLC, Series M (“ Series M ”) and certain Additional Borrowers from time to time party thereto (together with the Company, Grace, Series R, Series T and Series M, each individually, a “ Borrower ” and collectively, the “ Borrowers ”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Wells Fargo Bank, N.A., as Agent. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement.
Pursuant to Section 6.07 of the Credit Agreement, the Subsidiary Guarantor is required to become a “Guarantor” and a “Loan Party” thereunder.
Accordingly, the Subsidiary Guarantor hereby agrees as follows with the Agent, for the benefit of the Secured Parties:
1.      The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement and the other Loan Documents as a Guarantor. The Subsidiary Guarantor hereby agrees to be bound by all covenants and other terms, conditions and provisions of the Credit Agreement and any other applicable Loan Documents. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Obligations in accordance with Article XI of the Credit Agreement.
2.      The Subsidiary Guarantor hereby agrees that all of the representations and warranties made by it as a Guarantor in Article V of the Loan Agreement and each other Loan Document are true and correct as of the date hereof, in all material respects (except that any representation and warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects), other than representations and warranties that relate solely to an earlier date.
3.      The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and each Loan Document.
4.      The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor, the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document to which it is a party.
5.      The Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Agent, it will execute and deliver such further documents and do such further acts as the Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents in order to effect the purposes of this Agreement.




6.      This Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
7.      This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 10.14 and 10.15 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
[Signatures Appear on Following Page]
IN WITNESS WHEREOF , the Subsidiary Guarantor has caused this Agreement to be duly executed by its authorized officer, and the Agent has caused the same to be accepted by its authorized officer, as of the day and year first above written.
                    
“ SUBSIDIARY GUARANTOR ”     
                    
[SUBSIDIARY GUARANTOR]




By:      _____________________________
Name:      _____________________________
Title:      _____________________________

Acknowledged, accepted and agreed:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Agent



By:      _____________________________
Name:      _____________________________
Title:      _____________________________

 





1


LAND COURT SYSTEM                                     
WHEN RECORDED MAIL TO

The Northwestern Mutual Life Ins. Co.                  Hawaii
720 East Wisconsin Avenue ‑ Rm N16WC              Loan No. 340128
Milwaukee, WI 53202                         
Attn: Jessica Michaels

         SPACE ABOVE THIS LINE FOR RECORDER'S USE

LOAN ASSUMPTION
and AMENDMENT TO LOAN DOCUMENTS

THIS LOAN ASSUMPTION and AMENDMENT TO LOAN DOCUMENTS (this "Assumption and Amendment") is made as of the 23rd day of February, 2018, by and between TRC LAULANI VILLAGE, LLC, a Delaware limited liability company, whose mailing address is c/o Terramar Retail Centers, 5973 Avenida Encinas, Suite 300, Carlsbad, California 92008 ("TRC Laulani"), ABP E1 LLC, a Hawaii limited liability company (“ABP E1”) and ABP ER1 LLC, a Hawaii limited liability company (“ABP ER1”), collectively, ABP E1 and ABP ER1 are referred to as the "Transferees" and/or collectively as "Borrower"), whose address is: c/o A & B Properties, Inc., 822 Bishop Street, Honolulu, HI 96813, and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation ("Northwestern" and/or "Lender"), whose address is: 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, and

WHEREAS, pursuant to that certain Application for Mortgage Loan dated February 4, 2014 from TRC Laulani to Northwestern, as accepted by that certain acceptance letter dated February 28, 2014 issued by Northwestern (collectively, the "Commitment"), Northwestern made a loan to TRC Laulani (the "Loan") evidenced by that certain Promissory Note executed by TRC Laulani and dated April 10, 2014 (the "Note"). The Note is secured by a lien against certain property in the City and County of Honolulu, State of Hawaii (the "Property") described in a Mortgage and Security Agreement (the "Lien Instrument") dated April 10, 2014, securing an indebtedness in the original amount of Sixty-Two Million Dollars ($62,000,000.00) executed by TRC Laulani and recorded on April 22, 2014 as Document No. A-52250098 in the records of Honolulu County, Hawaii, and in that certain Absolute Assignment of Leases and Rents (the "Absolute Assignment") dated as of April 10, 2014, and recorded in said office on April 22, 2014 as Document No. A-52250099 (the Commitment, this Assumption and Amendment, the Note, the Lien Instrument, and the Absolute Assignment are hereinafter referred to as the "Loan Documents"); and

WHEREAS, in conjunction with the Loan, Terramar Retail Centers, LLC, a Delaware limited liability company (“Terramar Retail”) executed that certain Guarantee of Recourse Obligations (“GRO”) dated as of April 10, 2014, and Terramar Retail together with TRC Laulani executed that certain Environmental Indemnity Agreement (the "Indemnity Agreement") dated as of April 10, 2014; and





WHEREAS, Northwestern has been requested to consent to the sale of the Property (the "Sale") from TRC Laulani to the Transferees and the assumption of the Loan (the "Assumption") by Transferees; and

WHEREAS, a condition precedent to the granting of Northwestern's consent to the Sale and Assumption is that the Transferees enter into this Assumption and Amendment whereby the Transferees assume all of the liabilities and obligations of TRC Laulani under the Loan Documents, whether arising or accruing prior to or after the date of the Sale (the "Loan Obligations"); and

WHEREAS, as a further condition precedent to the granting of Northwestern's consent to the Sale and Assumption is that Transferees and A & B Properties Hawaii, LLC, Series R, a series of a Delaware limited liability company ("A & B Properties") enter into Northwestern's form of Environmental Indemnity Agreement and A & B Properties enter into Northwestern's form of Guarantee of Recourse Obligations for the benefit of Lender; and

WHEREAS, TRC Laulani and Transferees are entering into this Assumption and Amendment for the purpose of satisfying the foregoing condition precedent to the granting of Northwestern's consent to the Sale and Assumption.

NOW, THEREFORE, in consideration of the above and of the mutual agreements herein contained, the undersigned parties agree to the following:

1. Unless otherwise defined herein, capitalized words and terms used herein shall have the meanings ascribed to them in the Loan Documents.

2. Northwestern hereby consents to the Sale and the Assumption and agrees that the Sale will not constitute an Event of Default or cause an acceleration of the debt evidenced by the Note.

3. All references contained in the Loan Documents to "Borrower" or "Mortgagor" shall, as of the date hereof, refer to the Transferees (whether one or more).

4.      Northwestern hereby consents to the Sale as the "one‑time transfer of all but not less than all of the Property" referenced in the provision of the Lien Instrument entitled " Prohibition on Transfer/One-Time Transfer ". Transferees shall have no further right under the "one-time transfer" provision as set forth in the Lien Instrument.

5. Transferees hereby assume, ratify and confirm all of the Loan Obligations and hereby promise to pay the Note according to its terms, and to perform and be bound by each and all of the covenants, agreements and obligations contained in the Note and the Lien Instrument, as though the Note and the Lien Instrument had originally been made, executed and delivered by Transferees, except that the reduction, if any, of the principal amount of the Note and the payment of interest thereon as of the date of the Sale and Assumption shall be recognized.

6. Notwithstanding anything to the contrary contained in the Loan Documents and any other documents executed and/or delivered in connection with the Loan (collectively, the




"Existing Loan Documents"), Northwestern hereby releases TRC Laulani and Terramar Retail from any and all obligations under the Existing Loan Documents, except the Indemnity Agreement (limited as provided in paragraph 7 below).

7. Not withstanding anything to the contrary contained in the Existing Loan Documents, Northwestern hereby releases TRC Laulani and Terramar Retail from all liability under the Indemnity Agreement, except for Damages (as defined in the Indemnity Agreement) suffered or incurred by any of the Indemnified Parties (as defined in the Indemnity Agreement) as a result of any Environmental Activity or Condition (as defined in the Indemnity Agreement) first occurring or arising before the date of the Sale and Assumption, provided, however, Northwestern hereby releases TRC Laulani and Terramar Retail from any Damages related to the exacerbation of any such Environmental Activity or Condition occurring on or after the date of the Sale and Assumption (provided, however, it shall be TRC Laulani’s and Terramar Retail’s burden of proof with respect to the source and extent of such exacerbation).


8. The Note is hereby amended as follows:

(a) subsection (h) contained in the definition of Recourse Obligations is hereby amended in its entirety as follows:

"(h) all outstanding amounts due under the Indebtedness, including principal, interest, and other charges if there shall be a violation of any of the provisions of the Lien Instrument following the caption entitled " Prohibition on Transfer "; and

(b) the following paragraph contained on page six (6) of the Note is hereby amended to read, in its entirety, as follows:

"Notwithstanding the foregoing, the personal liability of Borrower shall be limited to the assets of Borrower as opposed to the assets of Borrower's beneficial owners, except as otherwise provided in the Guarantee of Recourse Obligations dated as of even date herewith and the Environmental Indemnity Agreement dated as of even date herewith. If Borrower is a partnership or limited liability company, a negative capital account of any partner or member in Borrower, as applicable, shall not be deemed an asset of Borrower. If such proceeds are insufficient to pay the Indebtedness, Lender will never institute any action, suit, claim or demand in law or in equity against the partners, members or shareholders of Borrower for or on account of such deficiency."

9. The Lien Instrument is hereby amended as follows:

(a) the definition of Loan Documents on page 4 of the Lien Instrument is hereby amended to read, in its entirety, as follows:

"Loan Documents" means this instrument, the Note, that certain Application for Mortgage Loan dated February 4, 2014 from TRC LAULANI VILLAGE, LLC, a Delaware limited liability company to Mortgagee, and that certain acceptance




letter issued by Mortgagee on February 28, 2014 (together, the "Commitment"), that certain Absolute Assignment of Leases and Rents of even date herewith between TRC LAULANI VILLAGE, LLC, a Delaware limited liability company and Mortgagee (the "Absolute Assignment"), that certain Certification of Borrower of even date herewith, those certain Limited Liability Company Supplements dated of even date herewith and any other supplements and authorizations required by Mortgagee and any other agreement entered into or document executed by Mortgagor and delivered to Mortgagee in connection with the indebtedness evidenced by the Note, except for that certain Environmental Indemnity Agreement dated of even date herewith given by ABP E1 LLC, a Hawaii limited liability company, ABP ER1 LLC, a Hawaii limited liability company, and A & B Properties Hawaii LLC, Series R, a series of Delaware limited liability companies to Mortgagee (the "Environmental Indemnity Agreement"), as any of the foregoing may be amended from time to time."

(b) the provision of the Lien Instrument entitled " Personal Property " is hereby amended by deleting subsection (c) in its entirety and replacing it with the following:

"(c)      Mortgagor is a limited liability company organized under the laws of the State of Hawaii. Until the Indebtedness is paid in full, Mortgagor (i) shall not change its legal name without providing Mortgagee with thirty (30) days prior written notice; (ii) shall not change its state of organization; and (iii) shall preserve its existence and shall not, in one transaction or a series of transactions, merge into or consolidate with any other entity."

(c) the provision of the Lien Instrument entitled " Prohibition on Transfer/One-Time Transfer " is hereby amended to read in its entirety the following:

Prohibition on Transfer . The present ownership and management of the Property is a material consideration to Mortgagee in making the loan secured by this instrument, and Mortgagor shall not (i) convey title to all or any part of the Property, (ii) enter into any contract to convey (land contract/installment sales contract/contract for deed) title to all or any part of the Property which gives a purchaser possession of, or income from, the Property prior to a transfer of title to all or any part of the Property ("Contract to Convey") or (iii) cause or permit a Change in the Proportionate Ownership (as hereinafter defined) of Mortgagor. Any such conveyance, entering into a Contract to Convey or Change in the Proportionate Ownership of Mortgagor shall constitute a default under the terms of this instrument.

"Change in the Proportionate Ownership" means in the case of a corporation, a change in, or the existence of a lien on, the direct or indirect ownership of the stock of Mortgagor; in the case of a trust, a change in the trustee, or a change in, or the existence of a lien on, the direct or indirect ownership of the beneficial interests of Mortgagor; in the case of a limited liability company, a change in, or the existence of a lien on, the direct or indirect ownership of the limited liability




company interests of Mortgagor; in the case of a partnership, a change in, or the existence of a lien on, the direct or indirect ownership of the partnership interests of Mortgagor.

Any transfer with regards to Mortgagor's reverse IRC Section 1031 exchange shall not constitute an Event of Default or be deemed to be a prohibited transfer pursuant to this provision entitled " Prohibition on Transfer ".

(d) the following provisions are added to the Lien Instrument after the provision on page 21 entitled " Property Management ":

Waiver of Partition . Until the Indebtedness is paid in full, all of the undersigned Transferees (as tenants-in-common or otherwise) hereby waive absolutely any and all rights to partition the Property.

Tenancy-In-Common Agreement : The Transferees agree not to modify, amend or terminate the Co-Ownership Agreement dated January 18, 2018 (the "TIC Agreement"), as delivered to Beneficiary, without Beneficiary's prior written consent, and further agree that any such modification, amendment or termination, without Beneficiary's prior written consent shall constitute a default under this instrument. The Transferees further agree that any right or rights any of them may have with respect to any right or rights in the Property of any of the other Transferees (in the TIC Agreement or otherwise) shall be subject to this Lien Instrument, and that the exercise of any such right or right shall be null and void without the prior written consent of Beneficiary.

All co-tenants shall jointly and severally indemnify Beneficiary for any loss, liability or cost whatsoever, incurred by Beneficiary as a result of the ownership of the Property as co-tenants rather than as a single entity, including any loss, liability or cost to Beneficiary as a result of any breach of the convents contained in this provision.

(e) the provision of the Lien Instrument entitled " Notices " is hereby amended to read, in its entirety, as follows:

" Notices . Any notices, demands, requests and consents permitted or required hereunder or under any other Loan Document shall be in writing, may be delivered personally or sent by certified mail with postage prepaid or by reputable courier service with charges prepaid. Any notice or demand sent to Mortgagor by certified mail or reputable courier service shall be addressed to Mortgagor:

Jan Cadena
A & B Properties, Inc.
822 Bishop Street
Honolulu, HI 96813
jcadena@abprop.com
808-525-8458
808-525-8460 fax





or such other address in the United States of America as Mortgagor shall designate in a notice to Beneficiary given in the manner described herein. Any notice sent to Beneficiary by certified mail or reputable courier service shall be addressed to The Northwestern Mutual Life Insurance Company to the attention of the Real Estate Investment Department at 720 East Wisconsin Avenue, Milwaukee, WI 53202, or at such other addresses as Beneficiary shall designate in a notice given in the manner described herein. Any notice given to Beneficiary shall refer to the Loan No. set forth above. Any notice or demand hereunder shall be deemed given when received; provided that any notice or demand which is rejected, the acceptance of delivery of which is refused or which is incapable of being delivered during normal business hours at the address specified herein or such other address designated pursuant hereto shall be deemed received as of the date of attempted delivery."

(f) the provision of the Lien Instrument entitled " Nature and Succession of Agreements " is hereby amended to read, in its entirety, as follows:

" Nature and Succession of Agreements . Each of the provisions, covenants and agreements contained herein shall inure to the benefit of, and be binding on, the heirs, executors, administrators, successors, grantees, and assigns of the parties hereto, respectively, and the term "Mortgagee" shall include the owner and holder of the Note. The liability of Mortgagor hereunder shall be joint and several."
    
10. Except as set forth herein, the Note and the Lien Instrument shall remain in full force and effect, unchanged and in all respects, ratified and confirmed.

11. Nothing herein contained shall affect the priority of the Lien Instrument over other liens, charges, encumbrances or conveyances. In addition, except as expressly provided herein, nothing herein contained shall release or change the liability of any party who may now or hereafter be liable, primarily or secondarily, under or on account of the Note.

12. All references in the Loan Documents (i) to the Lien Instrument shall mean the Lien Instrument, as modified by this Assumption and Amendment, (ii) to the Loan Documents shall mean the Loan Documents as described in this Assumption and Amendment.

13. This Assumption and Amendment may be executed in any number of counterparts and shall be binding upon all parties with the same force and effect as if all parties had signed the same counterpart, and each signed counterpart shall constitute an original of this Assumption and Amendment.

IN WITNESS WHEREOF, this Assumption and Amendment has been executed by the undersigned as of the day and year first above written.


TRC LAULANI VILLAGE, LLC, a Delaware
limited liability company





By:
Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By:     /s/ TimPettit                    
Name:                         
Title:                         

ACKNOWLEDGMENT

STATE OF CALIFORNIA              )
)ss.
COUNTY OF SAN DIEGO          )

On January 12_____, 2018, before me,                      , a Notary Public, personally appeared      ____________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature                             

                                                    
(Place Notary Seal Above)                  Name (typed or printed)
My Commission expires:                 

(signatures continued on next page)

(signatures continued)


ABP E1:
ABP E1 LLC, a Hawaii limited liability company

By:      A & B Properties Hawaii, LLC, Series R, a series of a Delaware limited liability company, its Manager

By:      /s/ Lance K Parker                     
Name:      Lance K. Parker             
Its:      President                 

By:      /s/ Jeffrey W. Pauker                 
Name:      Jeffrey W. Pauker             
Its:      Vice President             




                    


(signatures continued on next page)
 
(signatures continued)


ABP ER1:
ABP ER1 LLC, a Hawaii limited liability company

By:      T.G. Super Exchange Corp., a Hawaii corporation, its Manager and Sole Member

By:      /s/ Mae Nakagawa                 
Name:      Mae Nakagawa             
Its:      Assistant Vice President         

By:      /s/ Danette Tamayoshi                 
Name:      Danette Tamayoshi             
Its:      Assistant Secretary             

                            








(acknowledgment of ABP ER1 on following pages)

(acknowledgment of ABP ER1)


STATE OF HAWAII      )
)      SS:
CITY AND COUNTY OF HONOLULU      )
On this ____ day of February, 2018, before me personally appeared Mae Nakagawa and Danette Tamayoshi, to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if




applicable in the capacity shown, having been duly authorized to execute such instrument in such capacity.

Notary Public, State of Hawaii
Printed Name:
My commission expires:
(Official Stamp or Seal)
NOTARY CERTIFICATION STATEMENT
Document Identification or Description: ___________________________
Doc. Date: ___________________ or ¬   Undated at time of notarization.
No. of Pages: ____________Jurisdiction: First Circuit
(in which notarial act is performed)

Signature of Notary Date of Notarization and
Certification Statement
        (Official Stamp or Seal)
Printed Name of Notary


(signatures continued on next page)

 
(signatures continued)


THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation

By:
Northwestern Mutual Investment Management Company, LLC, a Delaware limited liability company, its wholly-owned affiliate

By:      /s/ Christina M. Misiti-Eskritt             
Christina M. Misiti-Eskritt,         
Managing Director

Attest:      /s/ Chaz M. Rodriguez             
(corporate seal)                          Chaz M. Rodriguez,         
Assistant Secretary







STATE OF WISCONSIN          )
)ss.
COUNTY OF MILWAUKEE      )

The foregoing instrument was acknowledged before me this 19th day of February, 2018, by Christina M. Misiti-Eskritt and Chaz M. Rodriguez, the Managing Director and Assistant Secretary, respectively, of Northwestern Investment Management Company, LLC, on behalf of THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY and acknowledged the execution of the foregoing instrument as the act and deed of said corporation.

My commission expires: October 30, 2018
                                                    
Anna K. Bagstad, Notary Public



This instrument was prepared by Domingo Cruz, Attorney, for The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI 53202.





PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is made effective as of November 22, 2017 (the “ Effective Date ”), by and among HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”). In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
1. PURCHASE AND SALE . Subject to and in accordance with the terms and conditions set forth in this Agreement, Purchaser shall purchase from Seller and Seller shall sell to Purchaser, all of Seller’s right, title and interest in and to the following property (collectively, the “ Property ”):
1.1      those certain parcels of real estate located at (i) 4454 Nuhoe Street, Lihue, Kauai, Hawaii, commonly known as Hokulei Village, (ii) 91 – 1119 Keaunui Drive, Ewa Beach, Oahu, Hawaii, commonly known as Laulani Village, (iii) Lot 7 of the "Laulani Ewa Subdivision", Ewa Beach, Oahu, Hawaii, commonly known as Pad G and (iv) 100 Ho’okele Street, Kahului, Maui, Hawaii, commonly known as Puunene Shopping Center and legally described in attached Exhibits A-1 , A-2 , A-3 and A-4 , respectively, together with any and all appurtenances, hereditaments, privileges, development rights and easements belonging thereto (“ Hokulei Land ”, “ Laulani Land ”, “ Pad G Land ” and “ Puunene Land ”, respectively, and, collectively, the “ Land ”);
1.2      all buildings, structures, improvements, and fixtures located on the Land and owned by Seller (collectively, the “ Improvements ”; the Land and the Improvements are collectively referred to as the “ Real Property ”);
1.3      all leases, occupancy agreements and license agreements affecting the Real Property or any part thereof, as of the Effective Date, and all guarantees thereof, together with any New Leases (as hereinafter defined) which do not require Purchaser’s consent or to which Purchaser has consented (or is deemed to have consented) pursuant to Section 9.3.1 (the “ Leases ”);
1.4      all furniture, furnishings, equipment, machinery and other tangible personal property, if any, owned by Seller, located in or on the Real Property and used solely in connection therewith, including but not limited to the tangible personal property described in the attached Schedule 1.4 (the “ Tangible Personal Property ”);

ImanageDB:4161238.11

1.5      all maintenance, service, and other like contracts and agreements with respect to the ownership and operation of the Real Property or any portion thereof (excluding contracts affecting other properties in addition to the Real Property), to be listed on Schedules provided by Seller within seven (7) days after the Effective Date, together with any new contracts which do not require Purchaser’s consent or to which Purchaser consented (or is deemed to have consented) pursuant to Section 9.3.2 (the “ Service Contracts ”), except as expressly set forth to the contrary in this Agreement;
1.6      all intangible property, permits, licenses, approvals, guarantees and warranties pertaining exclusively to the Real Property and in each case used solely in connection with the ownership and operation of the Real Property (the “ Intangibles ”); and
1.7      those documents set forth on Schedule 1.7 attached hereto or listed on an amended Schedule 1.7 prepared by Seller within seven (7) days of the Effective Date (the “ Other Agreements ”).
Those documents referenced in Sections 1.3 , 1.5 and 1.7 are collectively referred to in this Agreement as the “ Property Agreements ”. Prior to the date hereof, Seller has delivered or made available to Purchaser copies of the Property Agreements in Seller’s possession.
Notwithstanding anything set forth herein to the contrary, the term “ Property ” expressly excludes (i) all property owned by tenants or other users or occupants of the Real Property, (ii) all rights with respect to any refund of taxes applicable to any period prior to the Closing Date (as defined in Section 4 below), (iii) all rights to any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5 below), (iv) all of Seller’s interest in cash, securities, lender deposits and reserves and accounts receivable (except to the extent Seller receives proration therefor), (v) financial data with respect to the Property for the period prior to the Closing (subject to Section 4.5 below), (vi) any promissory notes relating to any Lease in favor of Seller for accounts receivable arising solely prior to the Effective Date, (vii) the names “Terramar”, “TRC”, “TRC Retail”, or “Terramar Retail Centers, LLC”, and any derivation or combination thereof, and (viii) the Excluded Documents (as hereinafter defined), and Seller shall retain all of the property and rights referenced in the foregoing clauses (ii) through (viii). The property referenced in the foregoing clauses (i) through (viii) is referred to as the “ Excluded Property .”
2.      PURCHASE PRICE . The total consideration to be paid by Purchaser to Seller for the Property is Two Hundred Sixty-Two Million Five Hundred Thousand and No/100 Dollars ($262,500,000.00) (the “ Purchase Price ”), plus or minus prorations and adjustments as hereinafter set forth. The allocation of the Purchase Price among the components of the Real Property is set forth on Schedule 2.1 Prior to Closing the parties shall amend this Agreement to reduce the Purchase Price by the amount of the credits set forth on Schedule 2.2 (Leasing & Construction Credits) and Section 9.4 , as they may be adjusted pursuant to Sections 4.3.8 and 9.4 , and the Schedule 2.1 allocations shall be adjusted accordingly. For the avoidance of doubt, after reducing the Purchase Price as contemplated in the preceding sentence, the credits accounting for such reductions shall no longer be applicable.


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2.1      Earnest Money . Within two (2) business days after the Effective Date, Purchaser shall deliver to Title Guaranty Escrow Services, Inc., attention Jeremy Trueblood, as escrow agent for Title Insurer (as hereinafter defined) (“ Escrow Agent ”), an amount equal to One Million and No/100 Dollars ($1,000,000.00) in immediately available funds (the “ Initial Earnest Money ”). If Purchaser delivers Notice of Acceptance (as hereinafter defined) pursuant to Section 8.1 below, then Purchaser shall deliver to Escrow Agent an additional amount equal to One Million Six Hundred Twenty-Five Thousand and No/100 Dollars ($1,625,000.00) in immediately available funds (the “ Additional Earnest Money ”) within two (2) business day after the expiration of the Due Diligence Period (as defined in Section 8.1 ), so that the total earnest money deposit held by Escrow Agent (exclusive of interest earned thereon) shall equal Two Million Six Hundred Twenty-Five Thousand and No/100 Dollars ($2,625,000.00). The Initial Earnest Money and the Additional Earnest Money, to the extent deposited, together with any interest earned thereon and net of investment costs, are referred to in this Agreement as the “ Earnest Money .” The Earnest Money shall be invested as Purchaser directs. Any and all interest earned on the Earnest Money shall be reported to Purchaser’s federal tax identification number. Except as expressly set forth herein to the contrary, the Earnest Money shall become nonrefundable upon the expiration of the Due Diligence Period if Purchaser delivers Notice of Acceptance pursuant to Section 8.1 on or before the expiration of the Due Diligence Period. Notwithstanding the prior sentence, if the transaction fails to close because of Seller’s default under this Agreement and Purchaser elects to terminate this Agreement pursuant to Section 7.1 , or if the transaction fails to close due to failure of a condition precedent to Purchaser’s obligations to close, then the Earnest Money shall be returned to Purchaser. If the transaction closes in accordance with the terms of this Agreement, then Escrow Agent shall deliver the Earnest Money to Seller at Closing as payment toward the Purchase Price. The parties shall promptly direct Escrow Agent to deliver the Earnest Money in accordance with this Agreement.
2.2      Cash Balance . At least two (2) business days before Closing, Purchaser shall deposit with Escrow Agent the Purchase Price in immediately available funds, less the Earnest Money, plus or minus the prorations described in this Agreement (such amount, as adjusted, being referred to as the “ Cash Balance ”).
2.3      Independent Consideration . Notwithstanding anything to the contrary contained in this Agreement, if this Agreement is terminated for any reason which entitles Purchaser to the return of the Earnest Money, then the sum of One Hundred and No/100 Dollars ($100.00) of such Earnest Money (the “ Independent Contract Consideration ”) shall be paid to Seller from the Earnest Money, which amount Seller and Purchaser have bargained for and agreed to as independent and sufficient consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is non-refundable and separate consideration from any other payment or deposit required by this Agreement, and Seller shall retain the Independent Contract Consideration upon any termination of this Agreement notwithstanding any other provision of this Agreement to the contrary.


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3.      EVIDENCE OF TITLE . Seller agrees to furnish Purchaser with good and marketable title to the Property in accordance with the terms of this Agreement, subject only to the Permitted Exceptions. Notwithstanding the foregoing, Seller shall be obligated to at Closing discharge any mortgages, mechanics and materialmen’s liens, and other monetary liens of any kind affecting the Property, except for (i) the lien of real property taxes not then due, and (ii) the recorded Loan Documents affecting the Laulani Land to be assumed by Purchaser as provided in Section 11.20 . Purchaser’s obligation to close this transaction shall be subject to the irrevocable commitment by Title Guaranty of Hawaii, Inc. and Land Services USA, Inc., as agents for Chicago Title Insurance Company (collectively, the “ Title Insurer ”) to issue to Purchaser at Closing Form 2006 extended ALTA Owners Protection Policies of Title Insurance for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the respective amounts set forth in Schedule 2.1 , subject only to the Permitted Exceptions (as defined in Section 3.2 ) and with endorsements against mechanics and materialmen’s liens and such other endorsements as Purchaser may elect (individually and collectively, the “ Title Policy ”); provided, however, the failure of Title Insurer to irrevocably commit to issue the Title Policy shall not be a Seller default hereunder. Seller shall at its expense provide the Title Insurer with such affidavits, agreements and surveyor certifications customarily required or reasonably requested by the Title Insurer in order to issue the Title Policy; provided, however, the failure of Seller to provide such items shall not be a Seller default hereunder.
3.1      Title and Survey Review . Purchaser hereby acknowledges that Seller has delivered to Purchaser (a) the title commitments listed on Exhibits F-1 through F-4 attached hereto (the “ Preliminary Title Commitments ”); and (b) the most recent existing surveys of the Real Property in Seller’s possession, if any (the “ Surveys ”). Seller has ordered updates of the Surveys with respect to the Real Property (the “ Updated Surveys ”). Seller shall cause copies of the Updated Surveys to be delivered to Purchaser when available, and, subject to Section 3.2 , Purchaser shall thereafter coordinate directly with the surveyor(s) to address any comments or requested changes Purchaser has to the Updated Surveys.
3.2      Permitted Exceptions . No later than December 7, 2017, Purchaser shall notify Seller in writing of any matters shown on the Preliminary Title Commitments (or updates thereto) and the Updated Surveys to which Purchaser objects (the " Disapproved Title and Survey Exceptions "). All matters shown on the Preliminary Title Commitments and the Updated Surveys to which Purchaser does not so object shall be deemed “ Permitted Exceptions ”. No later than five (5) business days following Seller's receipt of Purchaser's Disapproved Title and Survey Exceptions, Seller shall inform Purchaser in writing as to whether Seller will cause the Disapproved Title and Survey Exceptions to be removed from title to the Property prior to the Closing. If Seller fails to deliver its response within such period, Seller shall be deemed to have elected not to eliminate the Disapproved Title and Survey Exceptions. If Seller elects (or is deemed to have elected) not to eliminate any of the Disapproved Title and Survey Exceptions, then Purchaser may at any time prior to the end of the Due Diligence Period elect to terminate this Agreement. If Purchaser does not elect to terminate this Agreement and proceeds with the transaction, then Purchaser shall be deemed to have approved or waived all Disapproved Title and Survey Exceptions that Seller has elected not to eliminate or that Purchaser did not object to and such exceptions shall be Permitted Exceptions.


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3.3      If after the date of Purchaser’s notice of Disapproved Title and Survey Exceptions any new title matter of record or new survey matter first arises as identified on any updates or amendments to the Title Commitments or Updated Surveys, respectively (" New Title and Survey Exceptions "), Purchaser may request in writing that Seller remove such New Title and Survey Exceptions from title to the Property prior to the Closing provided however that any request to remove New Title and Survey Exceptions must be made within three (3) business days of Purchaser’s discovery of the New Title and Survey Exception. Seller shall have three (3) business days following Seller's receipt of Purchaser's request to give Purchaser written notice as to whether any of the New Title and Survey Exceptions will be removed from title to the Property prior to the Closing. If Seller fails to deliver its response within such period, Seller shall be deemed to have elected not to eliminate the New Title and Survey Exceptions. This Agreement shall terminate upon Purchaser's written notice to Seller given within three (3) business days following Purchaser's receipt of Seller's response regarding any New Title Exceptions that Seller elects not to eliminate, or the date of Seller’s deemed election not to eliminate them. If Purchaser does not provide written notice of termination within this time period, then Purchaser shall be deemed to have elected to proceed with the transaction and to have approved or waived all New Title and Survey Exceptions that Seller has elected not to eliminate and such exceptions shall be Permitted Exceptions. If a New Title or Survey Exception first arises after the Due Diligence Period, the Closing Date shall be extended by the number of days (if any) necessary to allow the foregoing objection and response process to be concluded no later than three (3) business days prior to the Closing Date.
4.      CLOSING . The closing of the transaction contemplated by this Agreement (the “ Closing ”) shall occur at 8:01 a.m., Hawaii-Aleutian Standard Time, on January 18, 2018, or on such other date as the parties may hereafter agree (such day being sometimes referred to as the “ Closing Date ”), through escrow at the office of Escrow Agent located at 235 Queen Street, Honolulu, Hawaii 96813.
4.1      Seller’s Closing Deliveries . No later than two (2) business days prior to the Closing Date, Seller shall execute or cause to be executed (as necessary and as applicable to the entity comprising Seller and/or the sale of such entity’s right, title and interest in and to the Property as contemplated by this Agreement) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the following:
(a)      limited warranty deeds for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land, and the Improvements thereon (individually and collectively the “ Deed ”), substantially in the form of Exhibit G attached hereto, conveying each such portion of the Real Property to Purchaser or to a Purchaser’s Designee (as hereinafter defined), duly executed by Seller;
(b)      counterparts of (i) an Assignment and Assumption of Leases for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the form of Exhibit R attached hereto (individually and collectively the “ Assignment of Leases ”) in favor of Purchaser or Purchaser’s Designee, and (ii)


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with respect to any of the Leases for which there is a recorded memorandum or short form, a recordable memorandum of assignment;
(c)      counterparts of a General Assignment and Assumption of Seller’s interest in the Service Contracts, the Intangibles and the Other Agreements for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the form of Exhibit S attached hereto (the “ General Assignment ”) in favor of Purchaser or Purchaser’s Designee, together with any counterparty consents that are required for such assignments; provided, however, Seller’s failure to deliver any such consents shall not be a Seller default hereunder;
(d)      a bill of sale for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the form of Exhibit O attached hereto, conveying the Tangible Personal Property to Purchaser or Purchaser’s Designee;
(e)      one original notice letter to each tenant, substantially in the form attached hereto as Exhibit H ;
(f)      one original notice letter to each Service Contract vendor, substantially in the form attached hereto as Exhibit I ;
(g)      Seller’s certificate of non-foreign status, in the form attached hereto as Exhibit J ;
(h)      counterparts of the Closing Statement (as defined in Section 4.3 below);
(i)      such transfer and/or conveyance tax forms for each Deed as are required by law, including without limitation Hawaii Conveyance Tax Certificate Form P-64A in a form reasonably acceptable to Seller and Purchaser (“ Conveyance Tax Certificates ”);
(j)      to the extent not addressed in clauses (e) or (f), above, one original notice letter to each party to any Property Agreement, substantially in the form attached hereto as Exhibit Q ;
(k)      an affidavit of Seller as to debts and liens in form mutually acceptable to Seller and the Title Insurer which shall permit the Title Insurer to issue the Title Policy subject only to the Permitted Exceptions;
(l)      an executed Hawaii Withholding Tax Return For Dispositions By Nonresident Persons of Hawaii Real Property Interests Form N-288 and Form N-288B, if not exempt;
(m)      a Report of Bulk Sale and Transfer, State of Hawaii form G-8A, for Seller and/or Terramar Retail Centers, LLC, as applicable, bearing the Certification of the Director of the State Department of Taxation dated no more than ten (10)


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business days prior to Closing that such reports have been filed and that all taxes, penalties and interest payable by with respect to Seller’s business at or income from the Property have been paid;
(n)      counterparts of a recordable Assignment and Assumption of Declarant Rights for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the form of Exhibit V attached hereto (individually and collectively the “ Assignment of Declarant Rights ”) assigning to Purchaser or Purchaser’s Designee all of Seller’s rights under the recorded declarations, reciprocal easement agreements and other documents listed on Schedule 4.1(n) ;
(o)      the Guaranty in the form of Exhibit W attached hereto, duly executed by the Guarantor as provided in Section 10.2 ;
(p)      such documents as may be required to effectuate the Loan Assumption;
(q)      such releases, amendments, terminations or other documents required to remove any Disapproved Title and Survey Exception that Seller agreed to remove pursuant to Section 3 ;
(r)      such other documents or instruments required hereunder or reasonably necessary to effectuate the Closing in accordance with this Agreement; and
(s)      such authorizing documents of Seller as shall be reasonably required by the Title Insurer or Escrow Agent to evidence Seller’s authority to consummate the transactions contemplated by this Agreement.
The Closing Statement may be signed in .PDF counterparts on the Closing Date. Within five (5) business days following the Closing Date, to the extent available, Seller shall deliver to Purchaser the original (or copies, if Seller does not have originals) Property Agreements, and all plans and specifications, licenses and permits pertaining to the Property (all of which, to the extent at the Property, shall be left at the Property, and if not at the Property, shall be delivered to such address as Purchaser may elect).
4.2      Purchaser’s Closing Deliveries . No later than two (2) business days prior to the Closing Date, Purchaser or the applicable Purchaser’s Designee shall execute or cause to be executed (as necessary) and deliver or cause to be delivered to Seller each of the following:
(a)      counterparts of the Assignment of Leases and any memoranda thereof;
(b)      counterparts of the General Assignment;
(c)      counterparts of the Closing Statement;


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(d)      counterparts of the Deed;
(e)      counterparts of the Assignment of Declarant Rights;
(f)      the Conveyance Tax Certificates;
(g)      the Cash Balance;
(h)      such documents as may be required to effectuate the Loan Assumption;
(i)      such other documents or instruments required hereunder or reasonably necessary to effectuate the Closing in accordance with this Agreement; and
(j)      such evidence of Purchaser’s due formation, valid existence, good standing, power, authority, authorization and due execution and delivery as Seller, Title Insurer or Escrow Agent may reasonably request.
4.3      Closing Prorations and Adjustments . Seller shall prepare a statement of the prorations and adjustments required by this Agreement (the “ Closing Statement ”), and submit it to Purchaser for approval at least ten (10) business days prior to the Closing Date. Except as otherwise provided below, the items listed below are to be equitably prorated or adjusted as of 12:01 a.m. local time at the Real Property on the Closing Date, it being understood that for purposes of prorations and adjustments, Purchaser shall be deemed the owner of the Property on such day and Seller shall be deemed the owner of the Property prior to such day. The provisions of this Section 4.3 that contemplate post-Closing adjustments shall survive Closing for the applicable period of time set forth in this Section 4.3 .
4.3.1      Real estate and personal property taxes and assessments and other state, county and municipal taxes (other than conveyance or other transfer taxes), charges and assessments, as well as any assessments by private covenant constituting a lien or charge on the Property (collectively, “ Real Estate Taxes ”) shall be prorated at Closing for the then-current fiscal year of the applicable taxing authority in which the Closing Date occurs (the “ Current Tax Year ”), such that Seller shall be responsible for all Real Estate Taxes that are attributable to the period prior to the Closing Date and Purchaser shall be responsible for all Real Estate Taxes that are attributable to the period from and after the Closing Date. Notwithstanding the foregoing, in the event and to the extent that the tenants under the Leases have paid, shall pay or are required to pay any portion of the Real Estate Taxes directly to the relevant taxing authority or authorities, such portion of the Real Estate Taxes shall not be prorated. Notwithstanding anything contained herein, any refunds or rebates of Real Estate Taxes which accrued before the Closing Date shall remain the property of Seller, and Seller shall have the right to pursue any appeals filed prior to the Effective Date of Real Estate Taxes attributable to Seller’s period of ownership of


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the Property (including any appeal of Real Estate Taxes for the year in which Closing occurs) with respect to tax assessments for the Property. Seller may also file appeals for the 2018-2019 Real Property Tax year if the deadlines for such appeals fall before the Closing Date, provided that upon Closing Seller shall upon Purchaser’s request either dismiss such appeals or cooperate with Purchaser’s substitution for Seller in the appeals. Purchaser shall cooperate with Seller in connection with any such appeal at no out of pocket cost to Purchaser. If Seller is successful in any such tax appeal related to the fiscal tax period in which Closing occurs, any rebates or refunds shall be apportioned between the parties in the same proportion as the proration of Real Estate Taxes set forth on the Closing Statement executed by the parties at Closing. Seller will also calculate and refund to the Tenants’ accounts credits and charges if and where applicable. Seller will provide copies of this calculation, along with copies of the statements, to Purchaser, along with any balance due to Purchaser. If Purchaser is successful in any appeal of Real Estate Taxes which accrued during Seller’s period of ownership of the Property, any rebates or refunds shall be apportioned between the parties in the same proportion as the proration of the Real Estate Taxes set forth on the Closing Statement executed by the parties at Closing. Purchaser will also calculate and apply credits and charges to Tenant’s accounts, where applicable. Purchaser will provide copies of this calculation, along with copies of the statements, to Seller, together with any balance due to Seller. Either party that is successful in any appeal of Real Estate Taxes contemplated by this Section 4.3.1 shall be able to deduct its actual, documented, out-of-pocket costs paid to non-affiliated third parties in connection with the tax appeal from the rebates or refunds received before apportionment of the balance thereof. The provisions of this Section 4.3.1 shall survive the Closing.
4.3.2      Rent .
(a)      Base Rent . Except for Percentage Rents covered by Section 4.3.2(b) , all “minimum” or “base” rent, common area maintenance (“ CAM ”), tenant reimburseables or similar charges, and any other amounts or charges payable by tenants under the Leases for the calendar month in which the Closing occurs shall be prorated on the basis of the number of days of such month prior to the Closing Date (which shall be allocated to Seller) and from and after the Closing Date (which shall be allocated to Purchaser). However, there shall be no proration at Closing of any rent which is delinquent as of the Closing Date, which shall be handled as provided in Section 4.3.2(c) .
(b)      Percentage Rent . Overage or percentage rents (“ Percentage Rents ”) which are payable with respect to any period ending prior to the Closing Date or which have been accrued prior to the Closing Date shall be apportioned as soon as reasonably practical (and in any event 30 days after) Closing, so that the amount thereof under each of the Leases to which Seller shall be entitled, as finally determined, shall be the entire amount thereof with respect to any fiscal period ending prior to the Closing Date, and, for the applicable fiscal period in which Closing


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occurs, an amount which bears the same ratio to the total Percentage Rents as the number of days in such fiscal period which have elapsed prior to the Closing Date bears to the total number of days in such fiscal period. At the Closing, Seller shall deliver to Purchaser a schedule setting forth in reasonable detail the amount of Percentage Rent collected for the portion of the applicable fiscal period through the Closing Date. Following the Closing, Purchaser shall use reasonable efforts to collect any Percentage Rents which belong to Seller, and shall remit the same to Seller promptly upon their receipt, to the extent not credited to Seller at Closing, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. All Percentage Rents collected by Seller or Purchaser with respect to the fiscal period in which Closing occurs shall be applied in the same ratio as Seller and Purchaser are entitled pursuant to this Section 4.3.2(b) . Upon Seller’s request, Purchaser shall promptly deliver to Seller a copy of each bill relating to Percentage Rents submitted to tenants. The provisions of this Section 4.3.2(b) shall survive the Closing.
(c)      Tenant Delinquencies . Rent and other charges under the Leases unpaid and delinquent as of Closing that are collected by Seller and Purchaser after the date of Closing shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to rentals due the month of Closing and then to delinquent rentals, if any, in inverse order of delinquency. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. Except as set forth herein, from and after the Effective Date, Seller shall not apply any tenant security deposit under the Leases, or initiate any litigation to collect amounts payable by Tenants under the Leases, provided that Seller may initiate (a) lease termination and collection actions regarding the Russo’s lease at the Laulani Land (which shall not be assumed by Purchaser at Closing), (b) collection actions with respect to certain pre-Closing Tenant Reconciliations as provided in Section 4.4 , and (c) apply the security deposit under the Fresh Press Hawaii LLC (Russo’s) Shopping Center Lease dated June 20, 2013 in accordance with such lease.
(d)      In the event that there shall be any amounts payable under any Leases other than those described in Sections 4.3.2(a), (b) , or (c) that, although relating to a period prior to Closing, do not become due and payable until after Closing or that are paid prior to Closing but are subject to adjustment after Closing, then any rents or charges of such type received by Purchaser or its agents or Seller or its agents


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subsequent to Closing shall, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing.
(e)      Notwithstanding anything contained herein to the contrary, Seller shall retain the right after Closing to take such actions as it reasonably elects to collect amounts owed to Seller which are attributable to Seller’s period of ownership of the Property under this Section 4.3.2 or under Section 4.4 , provided that Seller shall not be entitled to seek termination of any Lease or otherwise evict any Tenant in connection with any action brought by Seller with respect thereto.
(f)      This Section 4.3.2 shall survive Closing.
4.3.3      Costs Relating to New Leases . Any tenant improvement costs, tenant inducement costs, leasing commissions, or other leasing costs (excluding legal fees) paid or payable pursuant to any New Lease entered into in accordance with Section  9.3.1 below with a tenant other than the tenants listed on Schedule 2.2 shall be the responsibility of Purchaser, and to the extent Seller has paid any of the same prior to Closing, Seller shall receive a credit therefor from Purchaser at or as soon as reasonably practicable (not more than 60 days) after the Closing.
4.3.4      Security Deposits; Utility Deposits . Attached hereto as Exhibit B is a rent roll reflecting any unapplied security deposits and other forms of security held by Seller or its agents under the Leases. Purchaser shall receive a credit at Closing in the amount of all cash security deposits under the Leases. In addition, Seller shall assign and deliver to Purchaser as soon as reasonably practicable (and not later than 60 days) following Closing any and all letters of credit and other instruments held by Seller as security deposits under Leases and cause such letters of credit to identify Purchaser as the named beneficiary thereunder (which obligation shall survive Closing). Seller shall receive a credit at Closing in the amount of all refundable cash or other deposits posted with utility companies servicing the Property which are duly assigned to Purchaser at Closing or which remain in place for the benefit of Purchaser.
4.3.5      Utilities . As soon as reasonably practicable (and in any event no later than sixty (60) days) after Closing, Seller and Purchaser shall prorate all water, electric, cable, internet, telephone and all other utility and fuel charges, fuel on hand (at cost plus sales tax), and any other payments to utility companies based on actual charges incurred.
4.3.6      Service Contracts . Except as set forth in Section 9.3.2 , amounts due and any prepayments made under the Service Contracts shall be prorated as soon as reasonably practicable (and in any case within sixty (60) days) after Closing.
4.3.7      Fees Payable . License and permit fees, and similar fees and similar expenses of operation shall be prorated as soon as reasonably practicable (and in any case within sixty (60) days) after Closing.


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4.3.8      Tenant Inducement Costs and Leasing Commissions . Except as contemplated in Section 9.3.1 , Purchaser shall be responsible for the payment of all of the following Tenant Inducement Costs (as hereinafter defined) and leasing commissions: (a) those set forth in a Lease existing as of November 15, 2017 which relate to any renewal or expansion of any Lease occurring after November 15, 2017; and (b) any others that are not Seller Commissions, including, without limitation, those set forth in Section 4.3.3 above (collectively, “ Purchaser Commissions ”). Seller shall be responsible for the payment of all of the following Tenant Inducement Costs and leasing commissions: (i) those specifically identified as Seller’s obligation on Schedule 2.2 ; and (ii) those set forth in a Lease existing as of November 15, 2017 which, pursuant to such Lease, are payable prior to the Closing Date or relate to the base term of any Lease or the renewal or expansion of any Lease that occurred prior to November 15, 2017 (collectively, “ Seller Commissions ”). For purposes hereof, the term “ Tenant Inducement Costs ” shall mean any payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, tenant allowances, costs of required landlord work under a lease, lease buyout costs (other than those accruing as a result of a buyout option executed by Purchaser after the Closing Date, which buyout costs shall be Purchaser’s sole and exclusive responsibility), conveyance tax, moving, design, refurbishment and club membership allowances, but specifically excluding legal fees or loss of income resulting from any free rental period (it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the Closing Date). The agreed tentative credit to Purchaser with respect to Tenant Inducement Costs and leasing commissions is set forth in Schedule 2.2 . Prior to Closing either party shall have the right to update Schedule 2.2 to reflect (a) any change to the scheduled Closing Date, (b) amounts credited to Purchaser on Schedule 2.2 that Seller actually paid prior to Closing, (c) adjustment to the Hawaii State Federal Credit Union credit shown on Schedule 2.2 based on the actual date of its lease execution and the date of substantial completion of the landlord’s work thereunder, and (d) adjustment to the Bedmart credit based on the date of substantial completion of the landlord’s work under its lease. The updated Schedule 2.2 shall be subject to the other party’s approval, which shall not be unreasonably withheld, and upon such approval the parties agree to reduce the Purchase Price to reflect the final amount of the credit. Seller hereby indemnifies, protects, defends and holds Purchaser and the Purchaser’s Designees, and their respective constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “ Purchaser Indemnified Parties ”), harmless from and against any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements, awards, penalties, costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “ Losses ”) that any or all of Purchaser or the Purchaser Indemnified Parties actually suffers and incurs as a result of the failure by Seller to timely pay or discharge any of the Seller Commissions (except to the


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extent Purchaser receives a credit therefore hereunder). Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller, its constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “ Seller Indemnified Parties ”) actually suffers or incurs as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser Commissions.
4.3.9      Other Agreements . Amounts, if any, payable by Seller or owed to Seller under the Other Agreements that are not credited to Purchaser at Closing pursuant to Section 9.4 shall be prorated at Closing.
4.3.10      Other Items . All other items customarily apportioned in connection with the sale of similar properties similarly located shall be prorated at Closing with an appropriate reproration as reasonably practicable (and in any event no later than sixty (60) days) following Closing.
To the extent any item of income or expense set forth in this Section 4.3 is expressly subject to final adjustment after Closing, then Seller and Purchaser shall make, and each shall be entitled to, an appropriate reproration to each such item promptly when accurate information becomes available. Any amounts due from one party to the other as a result of such reproration shall be paid promptly in cash to the party entitled thereto. Seller and Purchaser hereby covenant and agree to make available to each other for review such records as are necessary to complete such reprorations.
4.4      Tenant Reconciliation . Certain tenants under the Leases are currently paying Seller certain amounts (referred to herein as “ Tenant Reimbursements ”) based on Seller’s estimates for real estate taxes and assessments, common area maintenance, operating expenses and similar expenses (collectively, “ Tenant Reimbursable Expenses ”). Purchaser and Seller acknowledge and agree that Tenant Reimbursements which Seller collects from tenants at the Property for the period from January 1, 2017, through and including the date immediately prior to the Closing Date (“ Seller’s Reconciliation Period ”), may not yet have been reconciled with the tenants to the extent Seller’s recovery of such expenses from the tenants for such period exceeds, or is less than, the actual amount of such expenses for such period (the “ Tenant Reconciliation ”). In connection with the Tenant Reconciliation, the parties agree that (a) within a reasonable time after Closing, and in any event no later than 30 days after Closing, (i) Seller shall deliver to Purchaser the data reasonably supporting the Tenant Reimbursements that Seller collected from the tenants, if any, for Seller’s Reconciliation Period and the amount of Tenant Reimbursable Expenses actually paid by Seller during Seller’s Reconciliation Period and (ii) Seller shall prepare the final Tenant Reconciliation for the period from January 1, 2017 through and including December 31, 2017 in accordance with the terms and conditions of the applicable Leases (the “ 2017 Tenant Reconciliation ”) and (b) in satisfaction of Tenant Reimbursements for the period after December 31, 2017, at Closing, Purchaser shall receive a credit in an amount


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equal to the Tenant Reimbursements Seller collects from the Property attributable to the period of time from the Closing Date to the end of the month in which Closing occurs. Upon completion of the 2017 Tenant Reconciliation Seller shall provide Purchaser with the results, and Seller shall credit or bill tenants, as applicable, for any amounts owed with respect to the Seller Reconciliation Period. If the Tenant Reconciliation for Seller’s Reconciliation Period shows that amounts collected from tenants during the Seller’s Reconciliation Period were more than the greater of (i) the amount of Tenant Reimbursable Expenses actually paid by Seller with respect to such period or (ii) the amount which Seller is entitled to recover under the terms of each Lease with respect to such period, as applicable, then Seller shall reimburse such tenant(s) to the extent of any over-payment of such Tenant Reimbursements actually received by Seller for such portion of Seller’s Reconciliation Period. If it is determined that any tenant has underpaid Seller for any portion of the Tenant Reimbursable Expenses due with respect to Seller’s Reconciliation Period, Seller shall have the sole right to collect the amount of any such deficiency from the applicable tenant(s) and Purchaser shall have no obligation to Seller with respect to such amounts. In connection with the foregoing, Seller shall be permitted to make and retain copies of all Leases and all billings concerning Tenant Reimbursements for such period(s). Seller and Purchaser covenant and agree to reasonably cooperate with the other (at no third party cost) for the purpose of collecting any amounts due from tenants or responding to any claim by tenants for reimbursement of Tenant Reimbursements. If Purchaser receives any payments to which Seller is entitled with respect to the Seller Reconciliation Period Purchaser shall promptly remit them to Seller. Except as set forth in clause (b) of this Section 4.4 , Seller shall have no obligation with respect to Tenant Reconciliation for the period from January 1, 2018 through and including the Closing Date or thereafter. The agreements of Seller and Purchaser set forth in this Section 4.4 shall survive the Closing.
4.5      Purchaser Audit & Accounting Requirements . In order to facilitate Purchaser’s preparation and reporting of trailing audited financials regarding the Property, from and after the Effective Date, and continuing after Closing, Seller shall provide Purchaser and Purchaser’s auditors with reasonable access to the accounting records and accounting employees of Seller as reasonably necessary to complete all SEC reporting obligations of Purchaser. Records available to Purchaser and its auditors shall include without limitation: (a) Copies of any unaudited financial statements of Seller for the years 2014, 2015 and 2016, and through Closing; (b) Trial balances (as of year-end and interim periods) and statement of account for each property; (c) Check Registers for disbursement testing; and (d) Seller’s general ledger detail of operating expenses. This Section 4.5 shall survive Closing.
4.6      Code Section 1031 Exchange . Purchaser intends to structure the acquisition of the Property as a tax-deferred exchange under Section 1031 of the U.S. Internal Revenue Code (“ Code ”). Likewise, Seller may convey the Property to Purchaser as part of a tax-deferred exchange under Section 1031 of the Code. Either Seller or Purchaser may assign this Agreement to a qualified intermediary in order to facilitate a Code Section 1031 exchange transaction. Seller and Purchaser agree to cooperate with each other in effecting such transaction, including, without limitation, consenting to the assignment of this Agreement to a qualified intermediary, provided that any such exchange transaction, and the related


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documentation, shall: (i) not require the other party to execute any contract (other than as set forth herein), make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand the obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, or (iii) not include acquiring title to any other property. In connection with Purchaser’s Code Section 1031 exchange Purchaser may elect to replace the Earnest Money with an equal amount of Purchaser’s exchange proceeds. In connection with and without limiting the foregoing, Seller agrees to execute and deliver to Purchaser no later than five (5) days prior to Closing, the Assignment and Assumption Agreement attached hereto as Exhibit T and the Assignment and Release Agreement attached hereto as Exhibit U . This Section 4.6 shall survive Closing.
4.7      Reservation of Rights to Contest . Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right to meet with governmental officials and to contest any reassessment or assessment of the Property or any portion thereof and to attempt to obtain a refund for any taxes previously paid. Seller shall retain all rights with respect to any refund of taxes applicable to any period prior to the Closing Date (and if requested by Seller from time to time, Purchaser shall assign such right to Seller pursuant to such assignments as Seller may reasonably request) and, at Seller’s request, Purchaser shall reasonably cooperate in any such proceeding at no third party cost to Purchaser. The provisions of this Section 4.7 shall survive the Closing.
4.8      Transaction Costs . Purchaser shall pay for the following closing and other transaction costs: (a) all title insurance costs and fees related to extended coverage under the Title Policies, endorsements to the Title Policies, and loan policy (or policies) title insurance costs and fees, including any endorsements required by Purchaser’s lender or Lender (as hereinafter defined) with respect to the Loan Assumption (as hereinafter defined), if any, (b) all recording charges except recording charges to release or terminate encumbrances that are not Permitted Exceptions, (c) costs of the Updated Surveys and surveyor certifications; and (d) one half of all escrow fees. Seller shall pay: (i) all title insurance costs and fees related to standard coverage under the Title Policies, (ii) State of Hawaii conveyance tax with respect to this transaction, (iii) recording charges to release or terminate encumbrances that are not Permitted Exceptions, and (iv) one half of all escrow fees. Seller and Purchaser shall each be responsible for the fees of their respective attorneys and other professional advisors. Any other transaction costs for which responsibility is not expressly set forth in this Agreement shall be paid by the party incurring such costs.
5.      CASUALTY LOSS AND CONDEMNATION . If, prior to Closing, the Property, or any part thereof shall be condemned or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. In the event of a Material Loss (hereinafter defined), either Seller or Purchaser shall have the option to terminate this Agreement by giving notice to the other party within fifteen (15) days of the date of such condemnation, destruction or damage (but no later than the Closing), provided that if a Material Loss affects only the Hokulei Land and Improvements, the Puunene Land and Improvements, or the Laulani and Pad G Land and Improvements (each a “ Shopping Center ”), then Purchaser and Seller shall each have the option to (A) terminate this Agreement as to the affected portion of the Property only (“ Excluded Property ”), whereupon (i)


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this Agreement shall remain in effect as to the remainder of the Property, and (ii) the Purchase Price shall be reduced by the amount allocated to the Excluded Property on Schedule 2 or (B) terminate this Agreement in its entirety, whereupon the Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in this Agreement. If the condemnation, destruction or damage does not result in a Material Loss, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive (and Seller shall assign or pay over to Purchaser) any condemnation proceeds or proceeds of insurance under all policies of insurance applicable to the destruction or damage of the Property (including rent loss insurance to the extent applicable to rents which were to have been paid after the Closing), together with a credit in the amount of any deductible (and if prior to Closing Seller has incurred any reasonable costs to repair any of the same, Seller shall receive a credit from Purchaser for such costs at Closing), and Seller shall, from and after Closing, execute and deliver to Purchaser all customary proofs of loss and other similar items. If either party elects to terminate this Agreement in its entirety in accordance with this Section 5 , then the Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in this Agreement. For purposes of this Section 5 , a “ Material Loss ” means condemnation, damage or destruction of the Property as a whole (or as to any of the Shopping Centers) that is reasonably estimated to cost or be valued at (as the case may be) more than fifteen percent (15%) of the Purchase Price (or the portion of the Purchase Price allocated to the affected Shopping Center) or which causes tenants that pay, in the aggregate, fifteen percent (15%) or more of the aggregate base rent with respect to the Property (or the affected Shopping Center), to have the right to terminate their Leases (and such right has not been waived within thirty days of the date of the condemnation, damage or destruction). If the condemnation, damage or destruction occurs after the end of the Due Diligence Period, Purchaser shall have the option to extend the Closing Date by such reasonable period (not to exceed 15 days) necessary for determination of whether a Material Loss has occurred.
6.      BROKERAGE . Seller agrees to pay upon Closing (but not otherwise), pursuant to separate agreement, a brokerage commission due to Eastdil Secured (“ Broker ”), for services rendered in connection with the sale and purchase of the Property. Except for Broker, which shall be paid by Seller, Seller and Purchaser shall each indemnify and hold the other harmless from and against any and all claims of all other brokers and finders claiming by, through or under the indemnifying party and in any way related to the sale and purchase of the Property, this Agreement or otherwise, including, without limitation, attorneys’ fees and expenses incurred by the indemnified party in connection with any such claim.
7.      DEFAULT AND REMEDIES .
7.1      Purchaser’s Remedies . Notwithstanding anything to the contrary contained in this Agreement, if Closing does not occur due to a Seller default, then Purchaser may, as Purchaser’s sole and exclusive remedy hereunder and at Purchaser’s option, either (a) terminate this Agreement by written notice to Seller, Escrow Agent and Title Insurer given at any time after Seller shall have failed, for a period of five (5) days after written notice from Purchaser, to cure such default and, upon receipt of such notice of termination, Escrow


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Agent shall refund the Earnest Money to Purchaser and, if Seller’s default was the result of Seller’s intentional and willful act or failure to act, Seller shall reimburse Purchaser for all of its actual, documented, out-of-pocket costs paid to non-affiliated third parties in connection with this Agreement, up to a maximum aggregate amount of $300,000.00, whereupon neither party shall have any rights or obligations under this Agreement, except for those obligations which expressly survive Closing, or (b) upon notice to Seller not more than thirty (30) days after the originally scheduled Closing Date, and provided an action is filed within thirty (30) days thereafter, Purchaser may seek specific performance of Seller’s obligation to convey the Property, but not damages; provided, however, solely in the event that Purchaser elects to proceed under this clause (b) and, despite Purchaser’s commercially reasonable efforts related thereto, specific performance is not available, Purchaser may terminate this Agreement, whereupon (i) Escrow Agent shall refund the Earnest Money to Purchaser, (ii) if Seller’s default and/or the unavailability of specific performance was the result of Seller’s intentional and willful act or failure to act, Seller shall be obligated to pay to Purchaser an amount equal to Purchaser’s actual, documented, out-of-pocket costs paid to non-affiliated third parties in connection with this Agreement up to a maximum aggregate amount of $300,000.00, and (iii) neither party shall have any rights or obligations under this Agreement, except for those obligations which expressly survive Closing. Purchaser’s failure to seek specific performance as aforesaid shall constitute its election to proceed under clause (a) above.
Purchaser acknowledges and agrees that the waivers, releases and other provisions contained in this Section 7.1 as well as elsewhere in this Agreement, were a material factor in Seller’s acceptance of the Purchase Price and agreement to the terms of this Agreement, and that Seller is unwilling to sell the Property to Purchaser unless Seller is released and indemnified as expressly set forth herein. The releases by Purchaser set forth in this Agreement include claims of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist which, if known by Purchaser, would materially affect Purchaser’s release of Seller.
_____________        

(Purchaser’s Initials)    
Purchaser acknowledges and agrees that Purchaser, together with Purchaser’s counsel, has fully reviewed the disclaimers, waivers, releases, indemnities, etc., set forth in this Agreement, and understands the significance and effect thereof. The terms and conditions of this Section 7.1 will expressly survive the Closing, will not merge with the provisions of any closing documents, and will be incorporated into the Deed.
7.2      Seller’s Remedies . If the Closing does not occur by reason of any default by Purchaser, then Seller may, as its sole and exclusive remedy, terminate this Agreement by written notice to Purchaser, Escrow Agent and Title Insurer given at any time after Purchaser shall have failed, for a period of five (5) days after written notice from Seller, to cure such default, whereupon the Earnest Money shall be released to Seller as liquidated damages.


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Purchaser and Seller agree that it would be impractical and extremely difficult to estimate the damages suffered by Seller as a result of Purchaser’s failure to complete the purchase of the Property pursuant to this Agreement, and that under the circumstances existing as of the Effective Date, the liquidated damages provided for in this subsection represent a reasonable estimate of the damages which Seller will incur as a result of such failure; provided , however , that this provision will not waive or affect Purchaser’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement. Therefore, Purchaser and Seller do hereby agree that a reasonable estimate of the total net detriment that Seller would suffer in the event that Purchaser defaults or fails to complete the purchase of the Property is an amount equal to the Earnest Money. This amount will be the full, agreed and liquidated damages for the breach of this agreement by Seller.
_____________            ____________

(Purchaser’s Initials)        (Seller’s Initials)
7.3      Post-Closing Remedies . After Closing, Seller and Purchaser shall, subject to the terms and conditions of this Agreement (including without limitation the provisions of Section 10 and Section 11.7 hereof), have such rights and remedies as are available at law or in equity, except that neither Seller nor Purchaser shall be entitled to recover from the other consequential or special damages.
8.      PURCHASER’S CONDITIONS PRECEDENT . Each of the conditions set forth in this Section 8 is a condition precedent to Purchaser’s obligation to close on its acquisition of the Property. If any of these conditions are not satisfied by the deadline applicable to it (or by Closing where no deadline is specified) or waived by Purchaser in its discretion, Seller shall not be in default under this Agreement and (i) Purchaser’s sole remedy related thereto shall be to terminate this Agreement by delivering notice to Seller on or before the applicable deadline (or by Closing where no deadline is specified), whereupon the Earnest Money shall be refunded to Purchaser and Seller and Purchaser shall have no further obligations under this Agreement except for obligations that expressly survive termination; and (ii) if Purchaser fails to timely deliver any such notice of termination, it shall be deemed to have waived the condition(s) precedent in question, whereupon the parties shall proceed to Closing.
8.1      Due Diligence Period . Purchaser shall have until 5:00 p.m., Hawaii-Aleutian Standard Time, on December 18, 2017 (the “ Due Diligence Period ”) within which to inspect the Property, obtain any necessary internal approvals to the transaction, and satisfy itself as to all matters relating to the Property, including, but not limited to, environmental, engineering, structural, financial, title and survey matters. Seller shall use good faith efforts to deliver or make available to Purchaser (which may be through an electronic data room) copies of any and all reports and agreements relating to the Property reasonably requested by Purchaser, including without limitation the documents listed on Schedule 8.1 , to the extent in Seller’s possession or control (the “ Documents ” or “ Seller’s Due Diligence Documents ”); provided , however , that except as provided in Section 4.5 the Documents shall not include, and Seller shall have no obligation to make available to Purchaser, Seller’s


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company records, business plans, internal memoranda (including any internal evaluations of third-party reports concerning the Property), financial projections, budgets, appraisals, valuations, opinions of value, property condition reports, any agreements and documents which Seller is required to keep confidential pursuant to any agreement, accounting and tax records, communications between Seller and its attorneys, the work product of Seller’s attorneys, and similar proprietary, confidential or privileged information (collectively, the “ Excluded Documents ”). The Documents and any other due diligence materials that are provided by Seller to Purchaser are being furnished for informational purposes only and without representation or warranty as to the accuracy or completeness of such materials, except as expressly set forth in Sections 9.1.5 and 9.1.6 . From and after the Effective Date Purchaser and its consultants shall have the right to inspect the Property in accordance with the terms of the parties’ Right of Entry Agreement dated October 24, 2017 (the “ ROE ”), which shall remain effect until Closing or earlier termination of this Agreement notwithstanding any language to the contrary contained in the ROE (including, without limitation, Section 2 of the ROE), subject to those provisions of the ROE which expressly survive termination of this Agreement or the ROE. If Purchaser determines (in its sole and absolute discretion) during the Due Diligence Period that the Property is acceptable to Purchaser, then prior to the end of the Due Diligence Period Purchaser may give Seller notice of acceptance of the Property (“ Notice of Acceptance ”), whereupon the parties shall proceed to close this transaction, on and subject to the terms and conditions of this Agreement. If Purchaser does not give Seller Notice of Acceptance prior to the end of the Due Diligence Period, Purchaser shall be deemed to have terminated this Agreement, whereupon Escrow Agent shall promptly refund the Earnest Money to Purchaser, and neither party shall have any further rights or obligations under this Agreement or the ROE except those which expressly survive termination of this Agreement or the ROE. Purchaser’s right of inspection pursuant to this Section 8.1 is and shall remain subject to the rights of tenants under the Leases and other occupants and users of the Property and Purchaser shall use reasonable efforts to minimize interference with tenants and Seller’s operation of the Property. No inspection shall be undertaken without forty-eight (48) hours’ prior notice to Seller. Seller or Seller’s representative shall have the right to be present at any or all inspections. Neither Purchaser nor its agents or representatives shall contact any tenants or any third party to any Property Agreement without the prior consent of Seller (which shall not be unreasonably withheld or conditioned) and Purchaser shall permit Seller to participate in any such contact.
8.2      Estoppel Certificates . As a condition to Purchaser’s obligation to close hereunder, Purchaser shall have received no later than January 12, 2018, estoppel certificates, dated no earlier than November 27, 2017, in accordance with Sections 8.2, 8.2.1, 8.2.2, 8.2.3 and 8.2.4 (“ Tenant Estoppel Certificates ”). The Tenant Estoppel Certificates delivered to the tenants for execution shall be in the form of Exhibit L attached hereto (the “ Form Tenant Estoppel Certificate ”), without modifications by the tenants materially contrary to the terms of the leases to which they pertain. In the event that Seller does not provide to Purchaser the required Tenant Estoppel Certificates when due, Seller shall not be in default hereunder but Purchaser may, by written notice to Seller given no later than two (2) business days before the Closing Date, either (A) elect not to purchase the Property, in which event the Earnest Money shall be returned to Purchaser, at which time this Agreement shall


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terminate and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement, or (B) elect to purchase the Property notwithstanding Seller’s inability to provide Tenant Estoppel Certificates, in which event Purchaser shall be deemed to have waived the condition contained in this Section  8.2 . If Purchaser fails to deliver such written notice as described above, Purchaser shall be deemed to have elected item (B) above. If any Tenant Estoppel Certificate contains statements or allegations that a default or potential default exists on the part of Seller under the Lease in question or contains information inconsistent with any representations or warranties of Seller contained in this Agreement and Purchaser elects to close the purchase and sale transaction contemplated herein notwithstanding the existence of such statements, allegations or information, then such Tenant Estoppel Certificates shall be deemed acceptable for purposes of this Section, notwithstanding the existence of such allegations, statements or information, and Seller shall have no liability to Purchaser hereunder with respect to the existence of such allegations, statements or information (including without limitation any claim for breach of a representation or warranty).
8.2.1      Laulani Tenant Estoppel Requirements . For Laulani (including the Pad G Land), Tenant Estoppel Certificates shall be required from tenant comprising not less than eighty percent (80%) of Laulani’s gross leasable area under lease as of the expiration of the Due Diligence Period calculated on the basis of the GLA stated on Seller’s rent roll (“ GLA ”), which estoppels shall in any event include estoppels from Safeway, Ross, Petco and Walgreens.
8.2.2      Hokulei Tenant Estoppel Requirements . For Hokulei, Tenant Estoppel Certificates shall be required from (a) tenants comprising not less than eighty percent (80%) of Hokulei’s GLA under lease and paying rent as of the expiration of the Due Diligence Period, which estoppels shall in any event include estoppels from Safeway, Walgreens and Petco, and (b) tenants comprising not less than eighty percent (80%) of Hokulei’s GLA under lease but not paying rent as of the expiration of the Review Period.
8.2.3      Puunene Tenant Estoppel Requirements . For Puunene, Tenant Estoppel Certificates shall be required from (a) tenants comprising not less than eighty percent (80%) of Puunene’s GLA under lease and paying rent as of the expiration of the Due Diligence Period, and (b) tenants comprising not less than eighty percent (80%) of Puunene’s GLA under lease but not paying rent as of the expiration of the Due Diligence Period, which estoppels shall in any event include estoppels from Petco, Planet Fitness and ULTA.
8.2.4      Other Tenants . Tenant Estoppel Certificates shall be required for all tenants under any New Leases entered into after the expiration of the Due Diligence Period.
8.3      Real Property Agreement Counterparty Estoppels . No later than January 12, 2018, Seller shall deliver to Purchaser estoppel certificates from each of the counterparties under the recorded Declarations, Reciprocal Easement Agreements and other documents


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listed on Schedule 4.1(n) (each a “ Counterparty Estoppel Certificate ”). The Counterparty Estoppel Certificates shall be in forms prepared by Purchaser prior to the end of the Due Diligence Period and reasonably acceptable to Seller.
8.4      Construction Counterparty Estoppels . No later than January 12, 2018, Seller shall deliver to Purchaser estoppel certificates from each of the counterparties under the Other Agreements listed on Schedule 1.7 involved in the design, engineering or construction of the Work or the Ulta Work at the Puunene Land (each a “ Construction Counterparty Estoppel Certificate ”). The Counterparty Estoppel Certificates shall be in forms prepared by Purchaser prior to the end of the Due Diligence Period and reasonably acceptable to Seller and shall, among other things, certify to Purchaser the total amount payable to the counterparty under its contract (including retainage) not previously paid by Seller.
8.5      Accuracy of Seller’s Representations and Warranties . All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with modifications permitted under Section 9.2 or not materially adverse to Purchaser or the Property).
8.6      Title Policies . As a condition to Purchaser’s obligation to close hereunder, provided that Purchaser has complied with all requirements of the Title Insurer with respect thereto, Purchaser shall have received the Title Policies (or the Title Insurer’s irrevocable commitment to issue same) dated as of the Closing Date, in the amount of the Purchase Price, naming Purchaser as insured thereunder, subject only to the Permitted Exceptions.
8.7      New Leases . Purchaser’s obligation to close is contingent on execution of New Leases by each of the tenants listed on Schedule 9.3.1 in accordance with the requirements of Section 9.3.1 prior to Closing.
8.8      Termination of Hokulei CPR . Purchaser’s obligation to close is contingent on recording by Closing of the documents necessary to (i) terminate the existing condominium affecting the Hokulei Land, and (ii) vest fee simple title in Lots 1546-A through 1546-F as shown on Map 201 filed with Land Court Application 1087 in the Hokulei Seller.
8.9      Third Party Consents . Seller shall have delivered to Purchaser by Closing all consents of counterparties to the Property Agreements required for the assignment of such Property Agreements to Purchaser. Such consents shall be in forms prepared by Purchaser prior to the end of the Due Diligence Period and reasonably acceptable to Seller.
8.10      Puunene CPR Documentation . Prior to Closing (a) an as-built condominium map for all improvements at the Puunene Land shall have been recorded in accordance with Sections 514B-33 & -34, Hawaii Revised Statutes, and (b) Puunene Seller shall have received a assignment of the declarant rights under the Declaration of Condominium Property Regime affecting the Puunene Land. Such assignment shall be in a form prepared by Purchaser prior to the end of the Due Diligence Period and reasonably acceptable to Seller.


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8.11      Release of Memorandum of Russo’s Lease at Laulani . Prior to Closing Seller shall cause the release of the recorded memorandum of the Fresh Press Hawaii LLC (Russo’s) Shopping Center Lease dated June 20, 2013 that affects title to the Laulani Land, or alternatively cause the Title Company to insure over it.
9.      REPRESENTATIONS, WARRANTIES AND COVENANTS .
9.1      Seller’s Representations and Warranties . Subject to Section 9.6 and as of the Effective Date, the following representations and warranties are given by Seller provided, however, that each representation and warranty below shall be deemed to have been given individually on behalf of each entity comprising Seller, solely as to itself and/or the Property owned by the respective Seller entity only (that is, Hokulei Seller makes representations and warranties only as to itself and/or the Property related to the Hokulei Land, Laulani Seller makes representations and warranties only as to itself and/or the Property related Laulani Land, Pad G Seller makes representations and warranties only as to itself and/or the Property related to the Pad G Land and Puunene Seller makes representations and warranties only as to itself and/or the Property related to the Puunene Land):
9.1.1      Organization and Authority . Seller is duly organized, validly existing, and in good standing as a limited liability company in the State of Delaware. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Seller at the Closing will be, authorized and properly executed and constitutes, or will constitute, as appropriate, the valid and binding obligation of Seller, enforceable in accordance with their terms.
9.1.2      No Conflict . The execution and delivery of this Agreement, the consummation of the transactions provided for herein and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any provision of Seller’s organizational documents. There is no agreement to which Seller is a party or, to Seller’s knowledge, binding on Seller which is in conflict with this Agreement.
9.1.3      Condemnation . Seller has not received from any governmental authority any written notice of, and does not have any actual knowledge of, any pending or threatened condemnation of the Property or any part thereof.
9.1.4      Litigation and Administrative Actions . Except as set forth on Exhibit N attached hereto, Seller has not initiated or been served with any litigation, administrative proceeding, appeal (including real property tax appeals) or similar action which remains outstanding nor does Seller have any knowledge of any threatened litigation, administrative proceeding, appeal or similar action against Seller with respect to the ownership or operation of the Property.


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9.1.5      Service Contracts . The list of Service Contracts delivered pursuant to Section 1.5 is materially true, correct and complete as of the Effective Date. To Seller’s knowledge, the copies of Service Contracts delivered to Purchaser pursuant to Section 3 of this Agreement are true, correct and complete in all material respects as of the date of their delivery.
9.1.6      Leases . Exhibit B includes the rent roll used by Seller in Seller’s ordinary course of business and contains a materially true, correct and complete list of all tenants and other occupants that are party to a Lease as of the Effective Date. The Leases delivered to Purchaser pursuant to this Agreement are, to Seller’s knowledge, true, correct and complete copies, in all material respects, of same. To Seller’s knowledge, as of the Effective Date, the Leases are in full force and effect. As of the Effective Date, except as set forth on Exhibit B , (i) Seller has not delivered any written notice to any tenants under the Leases alleging a default by a tenant under its particular Lease which remains uncured, (ii) Seller has not received any written notice from any tenants under the Leases alleging a default by Seller, as landlord, which remains uncured, (iii) to Seller’s knowledge, no litigation is pending between Seller and any tenants under the Leases and (iv) to Seller’s knowledge, all work to be performed by Seller, as landlord under the Leases, prior to the commencement of the Leases has been completed (except as otherwise provided in this Agreement).
9.1.7      Regulatory Compliance . Except as set forth in Exhibit P attached hereto, Seller has, to Seller’s knowledge, received no written notice from any governmental agency or authority asserting the existence of an uncured material violation of any applicable federal, state, county or municipal law, code, zoning or land use condition, rule or regulation with respect to the Property or to Seller, or stating that any investigation has been commenced or is contemplated regarding any of the same, which were caused as a result of or which arise out of, result from or relate to Seller’s (including Seller’s agents) ownership, operation, maintenance (or failure to maintain), repair (or failure to repair), use, improvement (or failure to improve), development and/or re-development of the Property, including, without limitation, any demolition, grading, soil compaction, construction and/or reconstruction thereon or related thereto.
9.1.8      Leasing Commissions and Tenant Improvement Costs . As of the Effective Date, all leasing commissions with respect to the prior and/or current terms of the Leases have been paid in full, other than as set forth on Schedule 2.2 attached hereto. As of the Effective Date, all Tenant Inducement Costs and allowances with respect to the prior and/or current terms of the Leases have been paid in full, other than as set forth on Schedule 2.2 attached hereto.
9.1.9      United States Person . Seller is a “United States Person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and shall execute and deliver an “Entity Transferor” certification at Closing.


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9.1.10      Anti-Terrorism .
(a)      Seller and its directors, officers, employees, agents and affiliates are not Sanctioned Persons.  “Sanctioned Person” means:  (a) an entity or individual named on the Consolidated Sanctions List maintained by the U.S. Office of Foreign Assets Control, or any successor list, or targeted by the U.S. Department of State under economic or financial sanctions or trade embargoes of the United States (“ Sanctions Laws ”); (b) any other entity or individual with which an entity incorporated in the United States is prohibited from dealing pursuant to Sanctions Laws; or (c) any entity or individual acting on behalf of anyone described in the foregoing clauses of this definition.
(b)      Seller is in compliance, and shall remain in compliance, with Sanctions Laws and Anti-Money Laundering Laws (as hereinafter defined) and shall not, directly or indirectly, use any funds received from Purchaser in transactions with a Sanctioned Person or take any action that would cause Seller or Purchaser to be in violation of Sanctions Laws or Anti-Money Laundering Laws.  “ Anti-Money Laundering Laws ” means:  the U.S. Bank Secrecy Act, the USA PATRIOT Act, and all other laws of the United States that prohibit money laundering or other use of funds derived from illegal activity.
(c)      Seller covenants to provide any information deemed necessary by Purchaser to comply with Purchaser’s obligations under Sanctions Laws or Anti-Money Laundering Laws, and this obligation shall survive the termination of this Agreement.
9.1.11      Bankruptcy Matters . Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors, suffered the appointment of a receiver to take possession of substantially all of its assets, suffered the attachment or other judicial seizure of substantially all of its assets, admitted its inability to pay its debts as they come due, or made an offer of settlement, extension or composition to its creditors generally.
9.1.12      Re-Zoning . Seller is not a party to, nor does Seller have any actual knowledge of, any threatened proceeding for the rezoning of the Property or any portion thereof, that would have an adverse or material impact on the value of the Property or use thereof.
9.1.13      Personal Property . There is no personal property owned by Seller necessary for the ownership, operation, use, occupancy, leasing, or management of the Property, used at the Property but located off-site.
9.1.14      Puunene Work . The Contract, the Ulta Contract and all Design Professional Contracts (all as defined in Section 9.4 ) have not been amended, modified or supplemented and, to Seller’s knowledge, are each in full force and


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effect except as set forth on Schedule 1.7 . To Seller’s knowledge, there are no defaults under any material provision of such contracts, and all conditions to the continuing effectiveness of such contracts required to be satisfied as of the date hereof have been satisfied. Seller has not received any written advice or information from any of the counterparties to any of such contracts which, if true, could have a materially adverse effect upon timely completion of the Work or the Ulta Work, as applicable, in accordance with the terms thereof and the plans and specifications for the Work or the Ulta Work. To Seller’s actual knowledge there are no material defects with the Work.
9.1.15      Environmental Matters . To the extent of Seller’s actual knowledge and except as disclosed in the Documents, the Real Property is free from any flammable explosives, radioactive materials, asbestos, lead based paint, organic compounds known as polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” or “toxic substances” (collectively, “ Hazardous Materials ”) under any federal, state or local laws, ordinances or regulations, now or hereafter in effect, relating to environmental conditions, industrial hygiene or Hazardous Materials on, under or about the Property, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., the Clean Air Act, 42 U.S.C. Section 704, et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601 through 2629, the Safe Drinking Water Act, 42 U.S.C. Sections 300f through 300j, and any similar state and local laws and ordinances and regulations now or hereafter adopted, published and/or promulgated pursuant thereto (collectively, the “ Hazardous Materials Laws ”), except in compliance with the Hazardous Materials Laws or for normal amounts petrochemical products stored or used in the operation of the Property and at all times used, stored, maintained and dispensed in accordance with Hazardous Materials Laws. To the extent of Seller’s actual knowledge, and except as specifically disclosed in the Seller’s Due Diligence Documents, the Property is not currently used in a manner which violates any Hazardous Materials Laws in any material respect. To the extent of Seller’s actual knowledge, Seller has not received any notice from a governmental agency for violation of Hazardous Materials Laws.
As used in this Agreement, phrases such as “to Seller’s knowledge” and similar phrases, as the context may require, shall mean the conscious actual knowledge (as opposed to constructive, deemed or imputed knowledge) of or receipt of written notice by Tim Pettit, Senior Vice President of Investment Management and CFO, Scott Grady, Senior Vice President of Development, Tom Kuehl, Senior Vice President of Acquisition and Leasing, and/or Victor Port, Director of Property


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Management (individually and collectively, the “ Knowledge Party ”), and shall not be construed, by imputation or otherwise, to refer to the knowledge of any other officer, agent, manager, representative or employee of Seller, any property manager or any of their respective affiliates. There shall be no duty imposed or implied to investigate, inspect or audit any such matters, and there shall be no personal liability on the part of the Knowledge Party.
9.2      Representations Remade . As of Closing, and subject to this provisions of Section 8.5 and this Section 9.2 , Seller shall be deemed to remake and restate the representations set forth in Section 9.1 , except that the representations shall be updated by delivering written notice to Purchaser (a “ Pre-Closing Disclosure ”) in order to reflect any fact, matter or circumstance that would make any of Seller’s representations or warranties contained herein untrue or incorrect in any material respect (a “ New Matter ”) of which the Knowledge Party becomes aware. If Seller delivers a Pre-Closing Disclosure at any time after the Effective Date regarding a New Matter, or if Purchaser otherwise discovers a New Matter after the end of the Due Diligence Period, Purchaser may terminate this Agreement within ten (10) days of the Pre-Closing Disclosure or the date of discovery, as applicable (and in any event no later than two (2) business days prior to Closing), by written notice to Seller. Upon such termination, Escrow Agent shall promptly refund the Earnest Money to Purchaser, and neither party shall have any further rights or obligations under this Agreement or the ROE except those which expressly survive termination of this Agreement or the ROE. If Purchaser does not elect to terminate, then (i) the breach by Seller of the representations or warranties with respect to the New Matter shall be deemed waived by Purchaser, (ii) Seller shall not be in default hereunder and shall have no liability to Purchaser or its successors or assigns in respect thereof, and (iii) there shall be no failure of a condition precedent as a result thereof. Notwithstanding anything in this Agreement to the contrary, if (a) at any time prior to Closing Purchaser has actual knowledge that any of Seller’s representations or warranties set forth in this Agreement are untrue in any respect, then (i) the breach by Seller of the representations or warranties as to which Purchaser has such actual knowledge shall be deemed waived by Purchaser, (ii) Seller shall not be in default hereunder and shall have no liability to Purchaser or its successors or assigns in respect thereof, and (iii) there shall be no failure of a condition precedent as a result thereof.
9.3      Seller’s Pre-Closing Covenants . The following covenants are made by Seller provided, however, that each covenant below shall be deemed to have been made individually on behalf of each entity comprising Seller, as to itself and/or the Property owned by the respective Seller entity only (that is, Hokulei Seller makes covenants only as to itself and/or the Property related to the Hokulei Land, Laulani Seller makes covenants only as to itself and/or the Property related to the Laulani Land, Pad G Seller makes covenants only as to itself and/or the Property related to the Pad G Land and Puunene Seller makes covenants as to itself and/or the Property related to the Puunene Land):
9.3.1      New Leases . For purposes of this Agreement, any Lease entered into after November 5, 2017, and any modification, amendment, restatement or renewal of any existing Lease entered into after November 15, 2017, shall be referred


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to individually as a “ New Lease ” and collectively as the “ New Leases .” Until the date that is five (5) business days prior to the expiration of the Due Diligence Period, Seller may enter into any New Leases without Purchaser’s consent, so long as Seller delivers a copy of any New Leases to Purchaser at least five (5) business days prior to the expiration of the Due Diligence Period. Following the date that is five (5) business days prior to the expiration of the Due Diligence Period, Seller shall not enter into any New Lease (other than an amendment, restatement, modification or renewal of any existing Lease pursuant to a right granted to the tenant under such existing Lease) without Purchaser’s prior written consent, which will not be unreasonably withheld, conditioned or delayed. If Purchaser does not respond in writing to Seller’s request for approval of a New Lease within five (5) business days after Purchaser’s receipt of Seller’s request, Purchaser shall be conclusively deemed to have approved of such New Lease. Notwithstanding the foregoing, Seller shall be entitled (but shall not be obligated) to enter into New Leases with those tenants, if any, identified on Schedule 9.3.1 attached hereto, and Purchaser shall be deemed to have approved any such New Lease, provided they are on terms consistent with the drafts provided to Purchaser prior to the end of the Due Diligence Period.
9.3.2      Service Contracts . Until five (5) business days prior to the expiration of the Due Diligence Period, Seller may enter into any new Service Contracts (or cancel, modify or renew any existing Service Contract) without Purchaser’s consent, so long as Seller delivers notice thereof (together with a copy of any new Service Contract or modification to a Service Contract, if applicable) to Purchaser at least five (5) business days prior to the expiration of the Due Diligence Period. Following the date that is five (5) business days prior to the expiration of the Due Diligence Period, Seller shall not enter into any new Service Contracts, or cancel, modify or renew any existing Service Contracts, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, unless such new Service Contracts are cancelable at Closing. If Purchaser fails to respond to Seller’s request for consent with respect to any such action within five (5) business days after receipt of Seller’s request, such consent shall be deemed given. At Closing, Purchaser shall take an assignment of all Service Contracts. On or before the end of the Due Diligence Period, Purchaser will indicate in a written notice to Seller which Service Contract(s) Purchaser elects to have Seller deliver notice of termination to the applicable counterparty(ies) at Closing (the “ To Be Terminated Service Contracts ”). Purchaser shall be responsible for any penalty or payment associated with the termination of the To Be Terminated Service Contracts; provided, however, such amount shall not exceed the amount stated in the applicable Service Contract or that Seller otherwise disclosed to Purchaser during the Due Diligence Period. With respect to the To Be Terminated Service Contracts, (i) to the extent amounts due thereunder have been pre-paid, at Closing, Seller shall receive a credit in an amount equal to any such pre-paid amounts attributable to the period from and after the Closing Date; and (ii) to the extent amounts due thereunder have not been pre-paid, Purchaser shall receive a credit in an amount equal to the amount payable under the applicable Service Contract(s) attributable to the period


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prior to Closing. If Purchaser fails to timely deliver such written notice, Purchaser shall be deemed to have assumed all of the Service Contracts. Purchaser will assume the obligations arising from and after the Closing Date under those Service Contracts which Purchaser has agreed to assume (or is deemed to have assumed) or which Seller is not required to terminate as set forth above. Notwithstanding the foregoing, Seller shall terminate at Closing, and Purchaser shall not assume, any property or asset management agreement, any leasing services agreement and any insurance affecting the Property; and, notwithstanding anything contained in this Agreement to the contrary, such agreements and/or contracts shall not , in any event, be or be deemed to be Service Contracts.
9.3.3      Operations . Between the Effective Date and the Closing Date, Seller shall operate the Property in the normal course of Seller’s business and maintain the Property in the same or better condition as of the Effective Date, ordinary wear and tear excepted, and subject to Section 5 above. Without limiting the foregoing, between the Effective Date and the Closing Date Seller shall diligently continue completion of the Work at the Puunene Land in accordance with the Construction Contract (all as defined in Section 9.4 ). Except as provided in the preceding sentence or as required of Seller under any of the Leases, in no event shall Seller be required to make any capital repairs, replacements or improvements to the Property.
9.3.4      Conveyance . Except as set forth in Section 9.3.1 hereof, between the Effective Date and the Closing Date, Seller shall not grant to any third party any interest or any right to acquire an interest in the Property or any part thereof or further encumber any of the Property (including, without limitation, the recording of any covenants, conditions, or restrictions against any of the Property) without the prior written approval of Purchaser, which shall not be unreasonably withheld, conditioned or delayed. Between the Effective Date and the Closing Date, Seller shall not: (a) enter into any binding agreement, formal or informal, for the sale, transfer or conveyance of the Property; or (b) enter into any binding agreement, arrangement or understanding for the sale, transfer or conveyance of the Property.
9.3.5      Property Agreements . Until five (5) business days prior to the expiration of the Due Diligence Period, Seller may amend any Property Agreement without Purchaser’s consent, so long as Seller delivers notice thereof (together with a copy of any such amendment) to Purchaser at least five (5) business days prior to the expiration of the Due Diligence Period. Following the date that is five (5) business days prior to the expiration of the Due Diligence Period, Seller shall not amend any of the Property Agreements, except (a) for amendments currently contemplated by any of the Property Agreements, or (b) as set forth on Schedule 9.3.6 . On or before the end of the Due Diligence Period, Purchaser will notify Seller in writing of the Property Agreement(s) for which the counterparty’s consent to assignment is required at Closing.


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9.3.6      Permitted Actions . Notwithstanding anything set forth herein to the contrary (including without limitation the provisions of Sections 9.3.1 through 9.3.5 hereof), Seller shall be permitted to take the actions, if any, set forth on Schedule 9.3.6 without the same being a breach of any covenant of Seller hereunder or causing a breach of any representation or warranty hereunder.
If Seller fails to perform any of the covenants contained in this Section 9.3 hereof, and either Purchaser receives written notice thereof from Seller pursuant to the notice provisions hereof prior to Closing or Purchaser otherwise obtains actual knowledge of such failure prior to Closing, Purchaser shall have the rights and remedies available to Purchaser under Section 7.1 hereof, and if Purchaser elects to close and consummate the transaction contemplated by this Agreement in lieu of exercising its rights and remedies under Section 7.1 hereof, then such default by Seller shall be deemed to be waived by Purchaser at the Closing, and to the extent such default by Seller is the entering into by Seller of New Leases, new Service Contracts, new Property Agreements, or any other agreements in violation of Section 9.3.1 , Section 9.3.2 or Section 9.3.5 hereof, Purchaser shall at Closing accept such agreements.
9.4      Puunene Construction Credits .
9.4.1      Seller and Purchaser acknowledge and agree that (i) certain site and shell construction work on the Puunene Land (as further described in the Construction Contract, the “ Work ”) is on-going pursuant to those certain Other Agreements by and between Puunene Seller, as owner, and Maryl Group Construction, Inc., as contractor (“ Contractor ”) listed on Schedule 1.7 , (collectively the “ Construction Contract ”), (ii) the Work will not be complete or fully paid for on or before the Closing Date, and (iii) Purchaser shall be entitled to reductions of the Purchase Price at Closing in the amounts necessary to complete the Work and pay all obligations under each contract relating to the Work that are set forth on Schedule 2.2 (as updated pursuant to Section 9.4.3 ) and/or the Construction Counterparty Estoppel Certificates delivered pursuant to Section 8.4 (the “ Post-Closing Work Credit ”).
9.4.2      Seller and Purchaser acknowledge and agree that (i) certain tenant improvement work on the Puunene Land contemplated by that certain Lease Agreement by and between Owner, as landlord, and Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation, as tenant, (as further described in the Ulta Construction Contract, the “ Ulta Work ”) is on-going pursuant to that certain Other Agreement by and between Puunene Seller, as owner, and Contractor, as contractor, listed on Schedule 1.7 (the “ Ulta Construction Contract ”); (ii) the Ulta Work will not be complete or fully paid for on or before the Closing Date, and (iii) Purchaser shall be entitled to reductions of the Purchase Price at Closing in the amounts necessary to complete the Ulta Work and pay all obligations under each contract relating to the Ulta Work that are set forth on Schedule 2.2 (as updated pursuant to Section 9.4.3 ) and/or the Construction Counterparty Estoppel Certificates delivered pursuant to Section 8.4 with respect to the Ulta Work (the “ Post-Closing Ulta Work Credit ”).


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9.4.3      Prior to Closing, either party shall have the right to update the Post-Closing Work Credit and the Post-Closing Ulta Work Credit shown on Schedule 2.2 to reflect amounts (if any) credited to Purchaser on Schedule 2.2 that Seller actually paid prior to Closing. The updated Schedule 2.2 shall be subject to the other party’s approval, which shall not be unreasonably withheld.
9.5      Purchaser’s Representations and Warranties . Purchaser represents and warrants that:
9.5.1      ERISA . Purchaser’s rights under this Agreement, the assets it shall use to acquire the Property and, upon its acquisition by Purchaser, the Property itself, do not and shall not constitute plan assets within the meaning of 29 C.F.R. §2510.3-101, and Purchaser is not a “governmental plan” within the meaning of section 3(32) of the Employee Retirement Income Security Act of 1974, as amended, and the execution of this Agreement and the purchase of the Property by Purchaser is not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans.
9.5.2      Organization and Authority . Purchaser is a series of a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization. Purchaser has the power and authority to enter into this Agreement and to perform its obligations hereunder, and all action and approvals required therefor have been duly taken and obtained.
9.5.3      No Conflict . The execution and delivery of this Agreement, the consummation of the transactions provided for herein and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any provision of Purchaser’s organizational documents, or of any laws, rules, codes, ordinances applicable to Purchaser or any agreements binding upon Purchaser.
9.5.4      No Bankruptcy . Purchaser has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Purchaser’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally.
9.5.5      Enforceability . This Agreement and all documents to be executed pursuant hereto by Purchaser are and shall be binding upon and enforceable against Purchaser in accordance with their respective terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and (b) the exercise of judicial discretion in accordance with general principles of equity.


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9.5.6      Patriot Act Compliance . Neither Purchaser nor any person, group, entity or nation that Purchaser is acting, directly or indirectly, for or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity, or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation. Purchaser is not engaging in this transaction, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering or predicate crimes to money laundering. None of the funds of Purchaser have been or will be derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Purchaser is prohibited by law or that the transaction or this Agreement is or will be in violation of law. Purchaser has and will continue to implement procedures, and has consistently and will continue to consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times prior to Closing.
9.6      Survival . Purchaser’s right to enforce the representations and warranties set forth in this Agreement, subject to modifications thereto as a result of any Pre-Closing Disclosure under Section 9.2, shall survive the Closing for twelve (12) months (the “ Survival Period ”). No claim by Purchaser following Closing for a breach of any representation or warranty of Seller set forth in this Agreement shall be actionable or payable unless written notice containing a description of the specific nature of such breach or claim shall have been given to Seller prior to the expiration of the Survival Period and an action shall have been commenced in a court having jurisdiction within forty-five (45) days after the expiration of the Survival Period, in which case such action shall survive until fully and finally resolved. Seller’s right to enforce the representations and warranties set forth in Section 9.5 shall survive the Closing for the Survival Period.
10.      LIMITATION OF LIABILITY . Notwithstanding anything to the contrary contained herein, if the Closing shall have occurred, (a) the aggregate liability of Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or any document executed or delivered in connection herewith) shall not exceed Ten Million and No/100 Dollars ($10,000,000.00) (the “ Liability Limitation ”) and (b) no claim by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser against Seller alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “ Floor Amount ”), in


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which event Seller’s liability respecting any final judgment concerning such claim or claims shall be for the entire amount thereof, subject to the limitation set forth in clause (a) above. Notwithstanding the foregoing, the Floor Amount shall not apply to breaches of Seller’s representations regarding leasing commissions, Tenant Improvement Costs, or under Section 9.1.14 , or to Seller’s obligations with respect to the Work and the Ulta Work. The Liability Limitation shall be reduced by the amount of any payments to Purchaser from the Holdback Account establish pursuant to Section 10.1 or by the Guarantor under the Guaranty set forth in Section 10.2 . No constituent partner or member in or agent of Seller, nor any advisor, trustee, director, officer, manager, member, partner, employee, beneficiary, shareholder, participant, representative or agent of Seller or any entity that is or becomes a constituent partner or member in Seller or an agent of Seller (including, but not limited to, Terramar Retail Centers, LLC) (“ Seller’s Affiliates ”) shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Purchaser and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Seller’s assets for the payment of any claim or for any performance, and Purchaser, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Notwithstanding anything to the contrary contained in this Agreement, neither the negative capital account of any constituent partner or member in Seller or any entity owning an interest (directly or indirectly) in Seller, nor any obligation of any constituent partner or member in Seller or any entity owning an interest (directly or indirectly) in Seller to restore a negative capital account or to contribute capital to Seller (or any entity owning an interest, directly or indirectly, in any other constituent partner or member of Seller), shall at any time be deemed to be the property or an asset of Seller or any such other entity (and neither Purchaser nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect to any such negative capital account or obligation to restore or contribute). The provisions of this Section 10 shall survive the Closing and any termination of this Agreement
10.1      Escrow Holdback; Appointment of Escrow Agent; Term . At Closing, Escrow Agent shall withhold from Seller’s proceeds from the Purchase Price the sum of One Million and No/100 Dollars ($1,000,000.00) (the “ Holdback Amount ”) to pay any debts, obligations or liabilities Seller may have to Purchaser after Closing that arise pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations of Seller under this Agreement (or any document of conveyance executed by Seller or delivered to Purchaser in connection with Closing) (the “ Post-Closing Obligations ”). Seller and Purchaser hereby appoint and designate the Escrow Agent to hold, administer, and disburse the Holdback Amount, and Escrow Agent accepts such appointment. The Holdback Amount shall be placed in one or more interest-bearing FDIC insured accounts (the “ Holdback Account ”). If Purchaser incurs any cost, expense or liability with respect to any of Seller’s Post-Closing Obligations, Purchaser shall have the right, but not the obligation, to require payment from Escrow Agent out of the Holdback Account for the amount of any such costs, expense or liabilities. To draw on the Holdback Account, Purchaser must send written request for payment to Escrow Agent and Seller detailing the amount payable and including supporting documentation of the amount requested in reasonable detail. Seller hereby irrevocably instructs Escrow Agent to pay


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Purchaser any undisputed amounts that Purchaser requests in accordance with the preceding sentence out of the Holdback Account no less than five (5) business days of receipt of a Purchaser’s written request, provided that unless Seller approves such payment in writing within such 5-business day period Escrow Agent shall only pay the portion (if any) to which Seller approves in writing, and shall continue to hold the balance of the requested payment until its disposition is resolved by mutual written instructions of the parties or final, non-appealable court judgment. Any fees of Escrow Agent for establishing and administering the Holdback Account shall be paid by Purchaser. The Holdback Amount, or any remaining portion thereof, shall be remitted to Seller upon the expiration of the Survival Period, provided however that if any Purchaser claims for reimbursement are pending or unresolved at either such time Escrow Agent shall withhold 120% of the amount of any such claims pursuant to the terms of this Section 10.1 until such claims are paid in full or resolved by mutual agreement of the parties or final court judgment.
Escrow Agent at its sole discretion may file a suit in interpleader in any court having jurisdiction in the matter, for the purpose of having the respective rights of disputing parties adjudicated, and may deposit with the court any or all monies held hereunder with deductions for Escrow Agent’s attorney’s fees and costs. Upon institution of such interpleader suit or other action, depositing such money with the court, and giving notice thereof to the parties thereto by personal service or in accordance with the order of the court, Escrow Agent shall be fully released and discharged from all further obligations hereunder with respect to the monies so deposited.
10.2      Limited Guaranty . At Closing, Terramar Retail Centers, LLC, a Delaware limited liability company (“ Guarantor ”) shall guaranty payment of the Post-Closing Obligations for twelve (12) months after Closing by way of a guaranty in the form attached hereto as Exhibit W (the “ Guaranty ”). Guarantor’s liability under the Guaranty shall not exceed the Liability Limitation and shall be reduced by the amount of any payments Purchaser receives from Seller or the Holdback Account.
11.      MISCELLANEOUS .
11.1      Entire Agreement . All understandings and agreements heretofore had between Seller and Purchaser with respect to the Property are merged in this Agreement, which alone fully and completely expresses the agreement of the parties. Purchaser acknowledges that it has inspected or will inspect the Property and that it accepts the same in its “as is” condition subject to use, ordinary wear and tear and natural deterioration and the representations and warranties of Seller contained herein or in any conveyance documents or certifications. Purchaser further acknowledges that, except as expressly provided in this Agreement or in any conveyance document or certification, neither Seller nor any agent or representative of Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the Property.
11.2      Assignment . Neither this Agreement nor any interest hereunder shall be assigned or transferred by Purchaser without Seller’s prior written consent (which consent


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may be withheld in Seller’s sole and absolute discretion). Notwithstanding the foregoing, Purchaser may without Seller’s consent assign this Agreement, in whole or in part, to entities owned by or under common ownership and control with Purchaser (each, a “ Purchaser’s Designee ”). Except for sale or trading of stock in Purchaser’s ultimate parent corporation, and internal ownership changes that do not result in Purchaser having a different ultimate parent corporation, the transfer of a controlling equity interest in Purchaser, whether by sale, operation of law or otherwise, shall be deemed an assignment of this Agreement that requires Seller’s prior written consent (which consent may be withheld in Seller’s sole and absolute discretion). Any assignment of this Agreement without Seller’s consent shall be void. Upon any assignment consented to hereunder by Seller, the Purchaser named herein shall remain liable to Seller for the performance of “Purchaser’s” obligations hereunder. Subject to the foregoing, this Agreement shall inure to the benefit of and shall be binding upon Seller and Purchaser and their respective successors and assigns.
11.3      Modifications . This Agreement shall not be modified or amended except in a written document signed by Seller and Purchaser.
11.4      Time of Essence . Time is of the essence of this Agreement. In the computation of any period of time provided for in this Agreement or by law, time periods shall expire at 5:00 p.m., Hawaii-Aleutian Standard Time (except as may be otherwise expressly set forth herein), the day of the act or event from which the period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m., Hawaii-Aleutian Standard Time (except as may be otherwise expressly set forth herein) on the next day which is not a Saturday, Sunday, or legal holiday.
11.5      Governing Law . This Agreement shall be governed and interpreted in accordance with the laws of the State where the Land is located.
11.6      Notices . All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and delivered personally or by certified mail, return receipt requested, postage prepaid, or by overnight courier (such as Federal Express), addressed as follows below. All notices given in accordance with the terms hereof shall be deemed given when received or upon refusal of delivery. Either party hereto may change the address for receiving notices, requests, demands or other communication by notice sent in accordance with the terms of this Section 11.6 .


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If to Seller :
c/o Terramar Retail Centers, LLC  
4695 MacArthur Court, Suite 700
Newport Beach, CA 92660
Attention: Tom Kuehl  
Telephone: (949) 662-2122


With a copy to :
Barack Ferrazzano Kirschbaum & Nagelberg LLP
200 West Madison Street, Suite 3900
Chicago, Illinois 60606
Attention: Chuck Picton, Esq.  
Telephone: (312) 629-5133
If to Purchaser :
c/o A&B Properties Hawaii, LLC Series R  
822 Bishop Street  
Honolulu, Hawaii 96813
Attention: Jeff Pauker
Telephone: (808) 525-6611

With a copy to :
A&B Properties Hawaii, LLC Series R  
822 Bishop Street  
Honolulu, Hawaii 96813
Attention: General Counsel
Telephone: (808) 525-6611

With a copy to :
Cades Schutte LLP  
1000 Bishop Street, 12 th  Floor  
Honolulu, Hawaii 96813
Attention: Richard Kiefer, Esq.
Telephone: (808) 521-9200      
11.7      “AS IS” SALE . ACKNOWLEDGING THE PRIOR USE OF THE PROPERTY AND PURCHASER’S OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER AGREES, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS MADE OR DELIVERED BY SELLER, THAT IT SHALL TAKE THE PROPERTY “AS-IS,” “WHERE-IS,” AND WITH ALL FAULTS AND CONDITIONS THEREON. ANY INFORMATION, REPORTS, STATEMENTS, DOCUMENTS OR RECORDS (COLLECTIVELY, THE “DISCLOSURES”) PROVIDED OR MADE TO PURCHASER OR ITS


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CONSTITUENTS BY SELLER OR ANY OF SELLER’S AFFILIATES OR REPRESENTATIVES CONCERNING THE CONDITION OF THE PROPERTY SHALL NOT BE REPRESENTATIONS OR WARRANTIES, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS. PURCHASER SHALL NOT RELY ON SUCH DISCLOSURES, BUT RATHER, PURCHASER SHALL RELY ONLY ON ITS OWN INSPECTION OF THE PROPERTY AND THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN AND IN ANY CONVEYANCE DOCUMENT OR CERTIFICATION. PURCHASER ACKNOWLEDGES AND AGREES THAT, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS ABOVE, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY INCLUDING WITHOUT LIMITATION ZONING, I THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, OR (F) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS REGARDING TERMITES OR WASTES, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980 (“CERCLA”), AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER (AND ANY ENTITY AFFILIATED WITH OR CLAIMING BY, THROUGH OR UNDER PURCHASER) HEREBY WAIVE, RELEASE AND AGREE NOT TO MAKE ANY CLAIM OR BRING ANY COST RECOVERY ACTION OR CLAIM FOR CONTRIBUTION OR OTHER ACTION OR CLAIM AGAINST SELLER OR SELLER’S AFFILIATES BASED ON (A) ANY FEDERAL, STATE, OR LOCAL ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION, INCLUDING CERCLA OR ANY STATE EQUIVALENT, OR ANY SIMILAR LAW NOW EXISTING OR HEREAFTER ENACTED, (B) ANY DISCHARGE, DISPOSAL, RELEASE, OR ESCAPE OF ANY CHEMICAL, OR ANY MATERIAL WHATSOEVER, ON, AT, TO, OR FROM THE PROPERTY, OR (C) ANY


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ENVIRONMENTAL CONDITIONS WHATSOEVER ON, UNDER, OR IN THE VICINITY OF THE PROPERTY, EXCEPT FOR CLAIMS BASED UPON A BREACH OF ANY REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS.
WITHOUT LIMITATION UPON PURCHASER’S RIGHT TO RELY ON THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS, PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES WITH RESPECT THERETO. UPON CLOSING, PURCHASER (AND ANY ENTITY AFFILIATED WITH OR CLAIMING BY, THROUGH OR UNDER PURCHASER) SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER (AND ANY ENTITY AFFILIATED WITH OR CLAIMING BY, THROUGH OR UNDER PURCHASER), UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER’S AFFILIATES) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER’S AFFILIATES) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN DESIGN OR CONSTRUCTION, OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, LIABILITIES EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, EXCEPT FOR BREACHES BY SELLER OF THE EXPRESS PROVISIONS OF THIS AGREEMENT OR ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS.
THE PROVISIONS OF THIS SECTION 11.7 SHALL SURVIVE THE CLOSING AND ANY TERMINATION OF THIS AGREEMENT.


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11.8      Trial by Jury . In any lawsuit or other proceeding initiated by Seller or Purchaser under or with respect to this Agreement, Seller and Purchaser each waive any right they may have to trial by jury. In addition, Purchaser waives any right to seek rescission of the transaction provided for in this Agreement. Notwithstanding any provisions of this Agreement to the contrary, the obligations of the parties under this Section 11.8 shall survive any termination of this Agreement and the Closing.
11.9      Confidentiality . Except as may be required by law or, with respect to Purchaser, the requirements of the U.S. Securities and Exchange Commission (“ SEC ”), or as provided in the June 2017 Principal Confidentiality Agreement made by Purchaser in favor of Seller, neither Seller or Purchaser shall, without the prior written consent of the other, and unless the Closing occurs, disclose to any third party the existence of this Agreement or any term or condition thereof or the results of any inspections or studies undertaken in connection herewith or make any public pronouncements, issue any press releases or otherwise disclose the Information (hereinafter defined) or any information regarding this Agreement or the Property, or the transactions contemplated hereby to any third party; provided , however , that the foregoing shall not be construed to prevent (1) Purchaser from making (without the consent of, but upon notice to, Seller) any disclosure required by any applicable law or regulation or judicial process or SEC requirement or (2) Seller from disclosing the existence of this Agreement and the details regarding this Agreement to its agents, employees, representatives, consultants, board of directors and equity holders. For purposes hereof, “ Information ” shall mean and shall be deemed to include, without limitation, the following written or oral information provided by or on behalf of Seller to Purchaser, its actual or proposed partners or lenders, and their respective agents, employees, representatives, consultants and board members (collectively, “ Purchaser’s Representatives ”) either prior to or following the Effective Date: (a) all documentation and/or information described in or relating to Section 1 of this Agreement, including, without limitation, Property Agreements, Tangible Personal Property and all other information regarding the operation, ownership, maintenance, management, or occupancy of the Property; (b) the Title and Survey; and (c) any reports, tests, or studies (together with the results of such studies and tests obtained or provided by, or on behalf of, Seller).
Notwithstanding the foregoing, but subject to Purchaser’s legal and SEC obligations, Seller’s delivery and Purchaser’s use of the Information are subject to the following terms: Purchaser shall (i) accept and hold all Information in strict confidence in accordance with the terms of this Agreement; (ii) not copy, reproduce, distribute or disclose the Information to any third party other than Purchaser’s Representatives, except as permitted in the preceding paragraph; (iii) not use the Information for any purpose other than in connection with the transactions contemplated hereunder; and (iv) not use the Information in any manner detrimental to Seller or the Property. Purchaser agrees to transmit the Information only to those Purchaser’s Representatives who are actively and directly participating in the evaluation of the acquisition of the Property, who are informed of and who have agreed to comply with the terms of this Section 11.9 of this Agreement and who are instructed not to make use of the Information in a manner inconsistent herewith. Purchaser shall be responsible for any breach of the terms of this Agreement by Purchaser’ Representatives or


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any other person to whom the Information is communicated. Purchaser agrees to indemnify, defend and hold Seller and the Seller Indemnified Parties harmless against all Losses resulting from Purchaser’s breach of this Section  11.9 , as well as any breach thereof by Purchaser’s Representatives, which indemnification shall survive the Closing or termination of this Agreement. Upon any termination of this Agreement, Purchaser shall return all Information provided by or on behalf of Seller to Seller, which obligation shall survive any termination of this Agreement.
11.10      Reports . If for any reason Purchaser does not consummate the Closing, then Purchaser shall, only upon Seller’s written request and without courier cost to Purchaser, promptly deliver to Seller copies of all final, non-privileged or –confidential third party reports relating to the Property or any part thereof prepared at the request of Purchaser, its employees and agents.
11.11      Reporting Person . Seller and Purchaser hereby designate Escrow Agent to act as and perform the duties and obligations of the “reporting person” with respect to the transaction contemplated by this Agreement for purposes of 26 C.F.R. Section 1.6045-4I(5) relating to the requirements for information reporting on real estate transactions closed on or after January 1, 1991. In this regard, Seller and Purchaser each agree to execute at Closing, and to cause Escrow Agent to execute at Closing, a designation agreement, designating Escrow Agent as the reporting person with respect to the transaction contemplated by this Agreement.
11.12      Press Releases . The parties hereto shall not issue any press releases with respect to the transactions contemplated hereby or consummated in accordance with the terms hereof except as required by law or upon the mutual agreement of the parties as to the form and content of such press release (with consent not to be unreasonably withheld, conditioned or delayed by either party), except that either party may issue a press release after Closing without the consent of the other, provided that Purchaser shall remain subject to Section 11.9 hereof for all purposes.
11.13      Counterparts . This Agreement may be executed in any number of identical counterparts, any or all of which may contain the signatures of less than all of the parties, and all of which shall be construed together as but a single instrument. A party hereto may deliver executed signature pages to this Agreement by .pdf through email to any other party hereto, which .pdf copy shall be deemed to be an original executed signature page.
11.14      Construction . This Agreement shall not be construed more strictly against Seller merely by virtue of the fact that the initial draft of same was been prepared by Seller or its counsel, it being recognized that both of the parties hereto have contributed substantially and materially to the preparation of this Agreement.
11.15      Partial Invalidity . In the event that any provision of this Agreement shall be unenforceable in whole or in part, such provision shall be limited to the extent necessary to render the same valid, or shall be excised from this Agreement, as circumstances require,


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and this Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision has not been included herein, as the case may be.
11.16      Headings . Headings of Sections are for convenience of reference only, and shall not be construed as a part of this Agreement.    
11.17      Attorneys’ Fees . In the event of litigation between the parties with respect to this Agreement or the transaction contemplated hereby, the prevailing party therein shall be entitled to recover from the losing party all of its reasonable, actual out-of-pocket costs of enforcement and litigation, including, but not limited to, its reasonable attorneys’ and paralegal fees, witness fees, court reporters’ fees and other costs of suit. Notwithstanding any provisions of this Agreement to the contrary, the obligations of the parties under this Section 11.17 shall survive any termination of this Agreement and the Closing.
11.18      No Recording . Neither Seller nor Purchaser may record a copy of this Agreement or any memorandum hereof.    
11.19      Early Access Agreement . Purchaser and Seller have previously executed a certain Right of Entry Agreement with respect to the Property dated as of October 24, 2017. In the event of any inconsistency between the terms of such Access Agreement and this Agreement, the terms of this Agreement shall control and supersede such terms in the Access Agreement which are inconsistent.
11.20      Loan Assumption . This transaction is contingent on Purchaser’s taking title to the Property related to the Laulani Land subject to, and assuming (the “ Loan Assumption ”) all of Laulani Seller’s obligations with respect to that certain loan (the “ Loan ”) held by Northwestern Mutual Life Insurance Company, a Wisconsin corporation (“ Lender ”), pursuant to those certain loan documents related thereto (the “ Loan Documents ”) or, at Purchaser’s option, prepayment of the Loan; provided, however, the failure of this condition to be satisfied shall not be a Seller default. Purchaser agrees to proceed diligently and in good faith to obtain the approval of Lender with respect to Purchaser’s application to assume Laulani Seller’s obligations under the Loan Documents on the Closing Date (the “ Assumption Approval ”). Laulani Seller covenants and agrees to cooperate in good faith, at no material cost to Laulani Seller except as expressly set forth in this Section 11.20 , with Purchaser and Lender, from time to time, upon Purchaser’s or Lender’s reasonable request, and in all reasonable respects, with respect to Purchaser attempting to obtain the Assumption Approval. In the event the Lender does not grant Assumption Approval by the Closing Date, either Purchaser or Seller may terminate this Agreement, whereupon the Earnest Money shall be returned to Purchaser and neither party shall have any further obligations under this Agreement except for obligations that expressly survive termination. If the Loan Assumption is approved, at Closing: (A) Seller shall pay to Lender (1) any application fees applicable to the application for the Loan Assumption or assignment fees owing under the Loan Documents and (2) any other actual, documented, out-of-pocket costs of Lender paid to non-affiliated third parties in connection with the Loan Assumption, up to a cumulative amount with respect to (1) and (2) equal to Five Hundred Thousand and No/100 Dollars ($500,000.00); and (B) Purchaser shall pay to Lender, any


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other costs, fees and expenses of Lender directly or indirectly related to the Loan Assumption in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00). Notwithstanding anything herein to the contrary, under no circumstances shall Seller or Purchaser be deemed obligated to pre-pay the Loan.
[Signature Page to Follow]



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IN WITNESS WHEREOF , the parties have caused this Agreement to be signed by their duly authorized representatives as of the Effective Date.
SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By:   /s/ Tim Pettit
Name:     Tim Pettit
Title:        CFO   

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:   /s/ Tim Pettit
Name:     Tim Pettit
Title:        CFO   
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By:   /s/ Tim Pettit
Name:     Tim Pettit
Title:        CFO   
PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By:   /s/ Tim Pettit
Name:     Tim Pettit
Title:        CFO   


    
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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By:     /s/ Charlie Loomis    
Name:       Charles W. Loomis  
Title:     Asst. Secretary    
company

By:     /s/ Jeff Pauker    
Name:     Jeffrey W. Pauker    
Title:    Vice President     



And Title Guaranty Escrow Services, Inc., as Escrow Agent (defined above), hereby undertakes and agrees to perform all of the duties and obligations of the Escrow Agent set forth in the foregoing agreement, including without limitation administration of the Escrow Holdback under Section 10.1, on and subject to the terms and conditions set forth herein.

ESCROW AGENT:

TITLE GUARANTY ESCROW SERVICES INC.



By _____________________________
Name: Jeremy Trueblood
Its: Branch Manager

    
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LIST OF EXHIBITS :

A-1    Legal Description for Hokulei Land
A-2    Legal Description for Laulani Land
A-3    Legal Description for Pad G Land
A-4    Legal Description for Puunene Land
B-1    Lease Information for Property related to Hokulei Land
B-2    Lease Information for Property related to Laulani Land
B-3    Lease Information for Property related to Pad G Land
B-4    Lease Information for Property related to Puunene Land
C    [Reserved]
D    [Reserved]
E    [Reserved]
F-1    Title Commitment for Property related to Hokulei Land
F-2    Title Commitment for Property related to Laulani Land
F-3    Title Commitment for Property related to Pad G Land
F-4    Title Commitment for Property related to Puunene Land
G    Form of Deed
H    Notice to Tenants
I    Notice to Parties to Service Contracts
J    Certificate of Non-Foreign Status
K    [Reserved]
L    Form Tenant Estoppel Certificate
M    [Reserved]
N-1    List of Pending Litigation for Property related to Hokulei Land
N-2    List of Pending Litigation for Property related to Laulani Land
N-3    List of Pending Litigation for Property related to Pad G Land
N-4    List of Pending Litigation for Property related to Puunene Land
O    Bill of Sale
P-1    Regulatory Compliance Disclosures for Property related to Hokulei Land
P-2    Regulatory Compliance Disclosures for Property related to Laulani Land
P-3    Regulatory Compliance Disclosures for Property related to Pad G Land
P-4    Regulatory Compliance Disclosures for Property related to Puunene Land
Q    Notice to Parties to Property Agreements
R    Assignment of Leases
S    General Assignment
T    1031 Assignment & Assumption Agreement
U    1031 Assignment & Release Agreement
V    Assignment of Declarant Rights
W    Guaranty

Schedules:

1.4    Tangible Personal Property

    
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1.7    Other Agreements
2.1    Allocation of Purchase Price
2.2    Leasing & Construction Credits
4.1(n)    Declarations & R.E.A.s
8.1    Seller’s Due Diligence Documents
9.3.1    New Leases
9.3.6    Permitted Actions


    
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EXHIBIT A-1
LEGAL DESCRIPTION FOR HOKULEI LAND
FIRST:
UNITS A, B, C, D, E and F listed in Exhibit "B-1" of the Condominium Project known as "HOKULEI VILLAGE" as established by Declaration of Condominium Property Regime dated December 11, 2014 filed in the Office of the Assistant Registrar of the Land Court of the State of Hawaii as Land Court Document No. T-9111280 and as shown on Condominium Map No. 2267, filed in said Office, and any amendments thereto.
Together with those easements appurtenant to said Unit as established by and described in the Declaration, which may including the following:
(A)
Exclusive easement(s) to use the limited common elements of the Project which are described in said Declaration as being appurtenant to the Unit, if any.
(B)
Non-exclusive easements in the common elements, including the limited common elements, if any, and in the Project, designed for such purposes as ingress to , egress from, utility services for and support, and as necessary, for the maintenance and repair of the Unit; in the other common elements for use according to their respective purposes, subject always to the exclusive use of the limited common elements as provided in the Declaration; subject to the provision of Section 514B-38 of the Act.
(C)
In the case of encroachments by the Unit upon the common elements or upon any other unit, a valid easement for such encroachment and the maintenance thereof, so long as it continues, shall exist. In the event that a unit shall be partially or totally destroyed and the rebuilt, or in the event of any shifting, settlement or movement of any part of the Project, encroachments of any part of the common elements, units or limited common elements due to such construction, shifting, settlement or movement shall be permitted, and valid easements for such encroachments and the maintenance there
Excepting and reserving and subject to all easements as provided in the Declaration, including, but not limited to, (i) easements for encroachments appurtenant to other units or the common elements as they arise in the manner set forth above, now or hereafter existing thereon, (ii) easements for access to the Unit or any limited common appurtenant thereto from time to time during reasonable hours as may be appropriate for the operation or maintenance of the Project or, without notice, at any time for (a) making emergency repairs therein necessary to prevents damage to any unit or common element, (b) abating any nuisance or any dangerous, unauthorized, prohibited or unlawful activity, (c) protecting the property rights of any owner, or (d) preventing death or serious bodily injury to any owner or other occupant therein, and (iii) easements necessary to complete the Project, for noise and dust, to conduct sales activities upon the Project, and to subdivide or consolidate units of the Project, all as provided in the Declaration.
SECOND:

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Undivided 61.95% fee simple interests in all common elements of the Project as established by the Declaration, including the land described in said Declaration, or such other interest as hereafter established for the Unit by any amendment of the Declaration, as tenant in common with the holders of other undivided interests in and to said common elements.
The land upon which said Condominium Project "HOKULEI VILLAGE" is located is described as follows:
All of that certain parcel of land situate at Lihue, District of Puna, Island and County of Kauai, State of Hawaii, described as follows:
LOT 1546, area 22.818 acres, more or less, as shown on Map 141, filed in the Office of the Assistant Registrar of the Land Court of the State of Hawaii with Land Court Application 1087 (amended) of Grove Farm Company, Limited;
Together with access over Lot 1542 to Kaumualii Highway, a public road, as set forth by Land Court Order No. 131986, filed July 8, 1998.
Together also with vehicle access rights over and across Boundary 27 as granted by EXCHANGE OF VEHICLE ACCESS RIGHTS dated September 23, 2010, filed as Document No. 4010164; being more particularly described therein and subject to the terms and provisions contained therein.
Together also with a non-exclusive easement for access and underground utility purposes, as granted by GRANT OF EASEMENT KOLOPA STREET EXTENSION (Vehicular Access and Utilities) dated April 26, 2013, filed as Land Court Document No. T-8527332; subject to the terms and provisions contained therein.
Being land(s) described in Transfer Certificate of Title No. 1,090,432 issued to HOKULEI VILLAGE LLC, a Delaware limited liability company.
.

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EXHIBIT A-2
LEGAL DESCRIPTION FOR LAULANI LAND
LOT 1
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 1 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the east corner of this parcel of land, along the southwest side of Fort Weaver Road, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,053.13 feet south and 18,042.45 feet west, thence running by azimuths measured clockwise from true South:
1.    58°     16’    491.09    feet along Lots 19591 and 19588 (Map 1547 of Land Court Application 1069;
2.    148°     16’    633.21    feet along Lots 4, 3, and 11 of Laulani Ewa Subdivision;
3.    58°    16’    1.00    feet along Lot 11 of Laulani Ewa Subdivision;
4.    148°    16’    134.17    feet along Lot 11 of Laulani Ewa Subdivision;
5.    240°    20’    30.02    feet along the southeast side of Keaunui Drive;
6.    328°    16’    133.09    feet along Lot 12 of Laulani Ewa Subdivision;
7.    58°    16’    1.00    feet along Lot 12 of Laulani Ewa Subdivision;
8.    328°    16’    141.63    feet along Lots 12 and 13 of Laulani Ewa Subdivision;
9.    238°    16’    275.26    feet along Lots 13 and 14 of Laulani Ewa Subdivision;
10.    269°    49’    93.16    feet along Lot 14 of Laulani Ewa Subdivision;
11.    328°    16’    26.16    feet along Lot 14 of Laulani Ewa Subdivision;
12.    238°    16’    108.62    feet along Lot 14 of Laulani Ewa Subdivision;
13.    330°    20’    4.84    feet along the southwest side of Fort Weaver Road;

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14.    328°    16’    411.84    feet along the southwest side of Fort Weaver Road to the point of beginning and containing a gross area of 5.495 acres, less Lot 2 of Laulani Ewa Subdivision, having a net area of 4.898 acres, more or less.
LOT 2
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 2 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the south corner of this parcel of land, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,189.48 feet south and 18,502.61 feet west, thence running by azimuths measured clockwise from true South:
1.    148°    16’    255.91    feet along Lot 1 of Laulani Ewa Subdivision;
2.    238°    16’    38.17    feet along Lot 1 of Laulani Ewa Subdivision;
3.    328°    16’    7.25    feet along Lot 1 of Laulani Ewa Subdivision;
4.    238°    16’    60.50    feet along Lot 1 of Laulani Ewa Subdivision;
5.    328°    16’    75.14    feet along Lot 1 of Laulani Ewa Subdivision;
6.    238°     16’    33.45    feet along Lot 1 of Laulani Ewa Subdivision;
7.    328°    16’    118.29    feet along Lot 1 of Laulani Ewa Subdivision;
8.    58°    16’    10.87    feet along Lot 1 of Laulani Ewa Subdivision;
9.     328°    16’    10.00    feet along Lot 1 of Laulani Ewa Subdivision;
10.     58°    16’    25.40    feet along Lot 1 of Laulani Ewa Subdivision;
11.    328°    16’    15.23    feet along Lot 1 of Laulani Ewa Subdivision;
12.    58°    16’    95.85    feet along Lot 1 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.597 acres, more or less.
LOT 3
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of

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James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 3 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the east corner of this parcel of land, being the east corner of Lot 4 of the Laulani Ewa Subdivision, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,249.99 feet south and 18,587.94 feet west, thence running by azimuths measured clockwise from true South:
1.    58°    16’    76.40    feet along lot 4 of Laulani Ewa Subdivision;
2.    148°    16’    165.25    feet along Lot 4 of Laulani Ewa Subdivision;
3.    58°    16’    55.77    feet along Lot 4 of Laulani Ewa Subdivision;
4.    148°    16’    72.00    feet along Lot 4 of Laulani Ewa Subdivision;
5.    238°    16’    85.00    feet along Lot 4 of Laulani Ewa Subdivision;
6.    148°    16’    16.50    feet along Lot 4 of Laulani Ewa Subdivision;
7.    238°    16’    47.17    feet along Lot 4 of Laulani Ewa Subdivision;
8.    328°    16’    253.75    feet along Lot 1 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.526 acres, more or less.
LOT 4
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 4 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the east corner of this parcel of land, being the south corner of Lot 1 of Laulani Ewa Subdivision, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,311.43 feet south and 18,460.12 feet west, thence running by azimuths measured clockwise from true South:
1.    58°    16’    246.77    feet along Lots 19586 and 19588 (Map 1547) of Land Court Application 1069;

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2.    148°    16’    90.76    feet along Lot 5 of Laulani Ewa Subdivision;
3.    238°    16’    9.84    feet along Lot 5 of Laulani Ewa Subdivision;
4.    148°    16’    375.65    feet along Lot 5 of Laulani Ewa Subdivision;
5.    58°    16’    41.41    feet along Lot 5 of Laulani Ewa Subdivision;
6.    148°    16’    104.96    feet along Lot 5 of Laulani Ewa Subdivision;
7.
Thence, along Lot 5 of Laulani Ewa Subdivision, on a curve to the left with a radius of 45.00 feet, the chord azimuth and distance being:
134°    39’ 30”     21.18    feet;
8.    121°    03’    119.52    feet along Lot 5 of Laulani Ewa Subdivision;
9.    211°    03’    31.00    feet along the southeast side of Keaunui Drive;
10.    301°    03’    66.62    feet along Lot 11 of Laulani Ewa Subdivision;
11.
Thence, along Lot 11 of Laulani Ewa Subdivision, on a curve to the right with a radius of 150.00 feet, the chord azimuth and distance being:
314°    39’ 30”    70.59    feet;
12.    328°    16’    92.93    feet along Lot 11 of Laulani Ewa Subdivision;
13.    238°    16’    263.34    feet along Lot 11 of Laulani Ewa Subdivision;
14.    328°    16’    118.41    feet along Lot 1 of Laulani Ewa Subdivision;
15.    58°    16’    47.17    feet along Lot 3 of Laulani Ewa Subdivision;
16.    328°    16’    16.50    feet along Lot 3 of Laulani Ewa Subdivision;
17.    58°    16’    85.00    feet along Lot 3 of Laulani Ewa Subdivision;
18.    328°    16’    72.00    feet along Lot 3 of Laulani Ewa Subdivision;
19.    238°    16’    55.77    feet along Lot 3 of Laulani Ewa Subdivision;
20.    328°    16’    165.25    feet along Lot 3 of Laulani Ewa Subdivision;
21.    238°    16’    76.40    feet along Lot 3 of Laulani Ewa Subdivision;
22.    328°    16’    119.48    feet along Lot 1 of Laulani Ewa Subdivision to the point of beginning and containing an area of 2.311 acres, more or less.

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LOT 5
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 5 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the east corner of this parcel of land, being the south corner of Lot 4 of Laulani Ewa Subdivision, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,441.00 feet south and 18,670.00 feet west, thence running by azimuths measured clockwise from true South:
1.    58°    16’    30.00    feet along Lot 19586 (Map 1547);
2.    148°    16’    29.82    feet along Lot 6 of Laulani Ewa Subdivision;
3.    102°    47’    98.37    feet along Lot 6 of Laulani Ewa Subdivision;
4.    58°    16’    10.47    feet along Lot 6 of Laulani Ewa Subdivision;
5.    148°    16’    185.98    feet along Lot 6 of Laulani Ewa Subdivision;
6.    238°    16’    25.87    feet along Lot 6 of Laulani Ewa Subdivision;
7.    148°    16’    221.76    feet along Lot 6 of Laulani Ewa Subdivision;
8.    238°    16’    38.18    feet along Lot 10 of Laulani Ewa Subdivision;
9.    148°    16’    36.44    feet along Lot 10 of Laulani Ewa Subdivision;
10.
Thence, along Lot 10 of Laulani Ewa Subdivision, on a curve to the left with a radius of 57.00 feet, the chord azimuth and distance being:
134°    39’    30”    26.82    feet;
11.    121°    03’    132.43    feet along Lot 10;
12.    211°    03’    25.00    feet along the southeast side of Keaunui Drive;
13.    301°    03’    119.52    feet along Lot 4 of Laulani Ewa Subdivision;
14.
Thence, along Lot 4 of Laulani Ewa Subdivision, on a curve to the right with a radius of 45.00 feet, the chord azimuth and distance being:

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314°    39’    30”    21.18    feet;
15.    328°    16’    104.96    feet along Lot 4 of Laulani Ewa Subdivision;
16.    238°    16’    41.41    feet along Lot 4 of Laulani Ewa Subdivision;
17.    328°    16’    375.65    feet along Lot 4 of Laulani Ewa Subdivision;
18.    58°    16’    9.84    feet along Lot 4 of Laulani Ewa Subdivision;
19.    328°    16’    90.76    feet along Lot 4 of Laulani Ewa Subdivision to the point of beginning and containing an area of 1.184 acres, more or less.
LOT 8
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 8 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, along the southeast side of Keaunui Drive, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,293.60 feet south and 19,354.60 feet west, thence running by azimuths measured clockwise from true South:
1.    211°    03’    137.83    feet along the southeast side of Keaunui Drive;
2.    301°    03’    142.01    feet along Lot 6 of Laulani Ewa Subdivision;
3.    31°    03’    137.83    feet along Lot 6 of Laulani Ewa Subdivision;
4.    121°    03’    142.01    feet along Lot 7 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.449 acres, more or less.
LOT 9
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 9 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of

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Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, along the southeast side of Keaunui Drive, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,149.81 feet south and 19,268.04 feet west, thence running by azimuths measured clockwise from true South:
1.    211°    03’    131.97    feet along the southeast side of Keaunui Drive;
2.    301°    03’    142.01    feet along Lot 10 of Laulani Ewa Subdivision;
3.    31°    03’    131.97    feet along Lot 6 of Laulani Ewa Subdivision;
4.    121°    03’    142.01    feet along Lot 6 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.430 acres, more or less.
LOT 10
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 10 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, along the southeast side of Keaunui Drive, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,036.75 feet south and 19,199.97 feet west, thence running by azimuths measured clockwise from true South:
1.    211°    03’    140.07    feet along the southeast side of Keaunui Drive;
2.    301°    03’    132.43    feet along Lot 5 of Laulani Ewa Subdivision;
3.
Thence, along Lot 5 of Laulani Ewa Subdivision, on a curve to the left with a radius of 57.00 feet, the chord azimuth and distance being:
314°    39’    30”    26.82    feet;
4.    328°    16’    36.44    feet along Lot 5 of Laulani Ewa Subdivision;
5.    58°    16’    106.92    feet along Lots 5 and 6 of Laulani Ewa Subdivision;
6.    31°    03’    22.01    feet along Lot 6 of Laulani Ewa Subdivision;

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7.    121°    03’    142.01    feet along Lot 9 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.524 acres, more or less.
LOT 11
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 11 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, along the southeast side of Keaunui Drive, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 17,868.78 feet south and 19,098.84 feet west, thence running by azimuths measured clockwise from true South:
1.    211°    03’    4.47    feet along the southeast side of Keaunui Drive;
2.
Thence, along the southeast side of Keaunui Drive, on a curve to the right with a radius of 500.00 feet, the chord azimuth and distance being:
225°    41’    30”    252.77    feet;
3.    240°    20’    58.77    feet along the southeast side of Keaunui Drive;
4.    328°    16’    134.17    feet along Lot 1 of Laulani Ewa Subdivision;
5.    238°    16’    1.00    feet along Lot 1 of Laulani Ewa Subdivision;
6.    328°    16’    141.57    feet along Lot 1 of Laulani Ewa Subdivision;
7.    58°    16’    263.34    feet along Lot 4 of Laulani Ewa Subdivision;
8.    148°    16’    92.93    feet along Lot 4 of Laulani Ewa Subdivision;
9.
Thence, along Lot 4 of Laulani Ewa Subdivision, on a curve to the left with a radius of 150.00 feet, the chord azimuth and distance being:
134°    39’    30”    70.59    feet;
10.    121°    03’    66.62    feet along Lot 4 of Laulani Ewa Subdivision to the point of beginning and containing an area of 1.691 acres, more or less.

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LOT 13
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 13 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, being the south corner of Lot 12, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 17,768.74 feet south and 18,762.80 feet west, thence running by azimuths measured clockwise from true South:

1.    238°    16’    47.85    feet along Lot 12 of Laulani Ewa Subdivision;
2.    328°    16’    18.00    feet along lot 12 of Laulani Ewa Subdivision;
3.    238°    16’    82.50    feet along Lot 12 of Laulani Ewa Subdivision;
4.    148°    16’    18.00    feet along Lot 12 of Laulani Ewa Subdivision;
5.    238°    16’    31.35    feet along Lot 12 of Laulani Ewa Subdivision;
6.    328°    16’    129.18    feet along Lot 14 of Laulani Ewa Subdivision;
7.    58°    16’    161.70    feet along Lot 1 of Laulani Ewa Subdivision;
8.    148°    16’    129.18    feet along Lot 1 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.445 acres, more or less.
LOT 14
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 10 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:

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Beginning at the west corner of this parcel of land, along the southeast side of Keaunui Drive, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 17,567.36 feet south and 18,697.22 feet west, thence running by azimuths measured clockwise from true South:
1.    241°    57’    38”    72.05    feet along the southeast side of Keaunui Drive;
2.    240°    20’    191.64    feet along the southeast side of Keaunui Drive;
3.
Thence, along the southeast side of Keaunui Drive, on a curve to the right with a radius of 50.00 feet, the chord azimuth and distance being:
285°    20’    70.71    feet;
4.    330°    20’    277.72    feet along the southwest side of Fort Weaver Road;
5.    58°    16’    108.62    feet along Lot 1 of Laulani Ewa Subdivision;
6.    148°    16’    26.16    feet along Lot 1 of Laulani Ewa Subdivision;
7.    89°    49’    93.16    feet along Lot 1 of Laulani Ewa Subdivision;
8.    58°    16’    113.56    feet along Lot 1 of Laulani Ewa Subdivision;
9.    148°    16’    265.96    feet along Lots 13 and 12 of Laulani Ewa Subdivision to the point of beginning and containing an area of 2.054 acres, more or less.
Together with access over Roadway Access Lot 17684, as shown on Map 1356 of Land Court Application No. 1069, and Roadway Access Lot 16886-B, as shown on Map 1349 of Land Court Application No. 1069, and Roadway Access Lot 11252-B-2, as shown on Map 1355 of Land Court Application No. 1069, and thus have access to Fort Weaver Road, a public road, as set forth by Land Court Order No. 173440, filed January 16, 2008, as amended by Land Court Order No. 175930, filed August 13, 2008.
Note:
Lot 11252-B-2 has been deregistered from the Land Court System pursuant to Hawaii Revised Statutes Section 501 Part II and recorded in the Bureau of Conveyances of the State of Hawaii as Document No. A-46180590.
Together also with a non-exclusive easement over and across the Common Area of the Shopping Center for access and utility purposes, as granted by DECLARATION OF EASEMENTS WITH COVENANTS AND RESTRICTIONS AFFECTING LAND dated May 30, 2012, filed as Land Court Document No. T-8199217, as amended and restated by instrument dated June 6, 2013, recorded as Document No. A-49050284, and further amended by instrument dated December 24, 2013, recorded as Document No. A-51290612; and subject to the terms and conditions contained therein.

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Together also with a non-exclusive easement for drainage purposes over and across Easements “8977” and “8978”, as shown on Map 1304 of Land Court Application No. 1069, as granted by GRANT OF NON-EXCLUSIVE DRAINAGE EASEMENTS, dated June 14, 2014, filed as Land Court Document No. T-8935076, recorded as Document No. A-52830508; and subject to the terms and provisions contained therein.
Together also with a non-exclusive easement for drainage purposes over and across Easements “10440,” as shown on Map 1525, “10423”, as shown on Map 1518, and “9664” as shown on Map 1408 of Land Court Application No. 1069, as granted by Grant of Non-Exclusive Drainage Easements dated April 8, 2014, by Gentry Homes, Ltd., as Grantor, and TRC Laulani Village, LLC, Property Development Centers LLC, City Mill Companies, Limited, and American Savings Bank, F.S.B., as Grantee, and Association of Apartment Owners of Laulani and Association of Apartment Owners of Laulani XXVI, as Other Parties, was recorded in the Land Court as Document No. T-8907092 on May 22, 2014.
Together also with a non-exclusive easement for access, drainage and utility purposes over and across Easements “10689,” as shown on Map 1549, “10688, “ as shown on Map 1548, “10684, “ as shown on Map 1547, “10685, “ as shown on Map 1547, “10686, “ as shown on Map 1547, and “10687”, as shown on Map 1547 of Land Court Application No. 1069, as granted by Grant of Non-Exclusive Access, Drainage and Utility Easements dated April 8, 2014, by and between Gentry Homes, Ltd., and TRC Laulani Village, LLC, as Grantor, and Association of Apartment Owners of Laulani, Property Development Centers LLC, City Mill Company, Limited, American Savings Bank, F.S.B., and TRC Laulani Village, LLC, as Grantee, was recorded in the Land Court as Document No. T-8906129 on May 21, 2014.
AS TO LOTS 1 THROUGH 5, 8 THROUGH 11, 13, AND 14:
BEING THE PREMISES ACQUIRED BY LIMITED WARRANTY DEED
GRANTOR:     PROPERTY DEVELOPMENT CENTERS LLC, a Delaware limited liability company
GRANTEE:    TRC LAULANI VILLAGE, LLC, a Delaware limited liability company
DATED:        effective December 24, 2013
RECORDED :    Document No. A-51060751

AS TO LOT 1:
Together with limited vehicle access rights for right-in and right-out egress and ingress to Fort Weaver Road over and across Boundary “1”, as granted by GRANT OF LIMITED VEHICLE ACCESS RIGHTS dated June 12, 2012, recorded as Document No. A-49540962; being more particularly described therein and subject to the terms and provisions contained therein.
AS TO LOTS 1, 4, 5 AND 8:

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Together with a non-exclusive easement for access purposes over Easement “A” (D.P.P. File No. 2011/SUB-36), as granted by QUITCLAIM NON-EXCLUSIVE EASEMENT (EASEMENT A) dated December 23, 2013, recorded as Document No. A-51360663A, and being more particularly described therein. Consent and Joinder by First Hawaiian Bank, a Hawaii corporation, dated --- (acknowledged December 30, 2013), recorded as Document No. A-51360663B.
AS TO LOTS 7 AND 8:
Together with a non-exclusive easement for access purposes over Easement “B” (D.P.P. File No. 2012/SUB-154), as granted by QUITCLAIM NON-EXCLUSIVE EASEMENT (EASEMENT B) dated December 23, 2013, recorded as Document No. A-51360664A, being more particularly described therein. Consent and Joinder by First Hawaiian Bank, a Hawaii corporation, acknowledged December 30, 2013), recorded as Document No. A-51360664B.

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EXHIBIT A-3
LEGAL DESCRIPTION FOR PAD G LAND
LOT 7
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 7 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, along the southeast side of Keaunui Drive, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,241.25 feet south and 19,431.46 feet west, thence running by azimuths measured clockwise from true South:
1.    211°    03’    149.00    feet along the southeast side of Keaunui Drive;
2.    301°    03’    142.01    feet along Lot 8 of Laulani Ewa Subdivision;
3.    31°    03    10.01    feet along Lot 6 of Laulani Ewa Subdivision;
4.    346°    03’    90.37    feet along Lot 6 of Laulani Ewa Subdivision;
5.    76°    03’    53.03    feet along Lot 6 of Laulani Ewa Subdivision;
6.    108°    28’    172.56    feet along Lot 6 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.522 acre, more or less.
BEING THE PREMISES ACQUIRED BY LIMITED WARRANTY DEED
GRANTOR :    PROPERTY DEVELOPMENT CENTERS LLC, a Delaware limited liability company
GRANTEE:    LAULANI VILLAGE PAD G, LLC, a Delaware limited liability company
DATED:        December 23, 2014
RECORDED :    Document No. A-54800245

Together with a non-exclusive easement for access purposes over Easement “A” (D.P.P. File No. 2011/SUB-36), as granted by QUITCLAIM NON-EXCLUSIVE EASEMENT (EASEMENT A) dated December 23, 2013, recorded as Document No. A-51360663A, and being more particularly described therein. Consent and Joinder by First Hawaiian Bank, a Hawaii corporation, dated --- (acknowledged December 30, 2013), recorded as Document No. A-51360663B.

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AND:
Together with a non-exclusive easement for access purposes over Easement “B” (D.P.P. File No. 2012/SUB-154), as granted by QUITCLAIM NON-EXCLUSIVE EASEMENT (EASEMENT B) dated December 23, 2013, recorded as Document No. A-51360664A, being more particularly described therein. Consent and Joinder by First Hawaiian Bank, a Hawaii corporation, acknowledged December 30, 2013), recorded as Document No. A-51360664B.
AND
Together also with a non-exclusive easement for drainage purposes over and across Easements “10440,” as shown on Map 1525, “10423”, as shown on Map 1518, and “9664” as shown on Map 1408 of Land Court Application No. 1069, as granted by Grant of Non-Exclusive Drainage Easements dated April 8, 2014, by Gentry Homes, Ltd., as Grantor, and TRC Laulani Village, LLC, Property Development Centers LLC, City Mill Companies, Limited, and American Savings Bank, F.S.B., as Grantee, and Association of Apartment Owners of Laulani and Association of Apartment Owners of Laulani XXVI, as Other Parties, was recorded in the Land Court as Document No. T-8907092 on May 22, 2014.
Together also with a non-exclusive easement for access, drainage and utility purposes over and across Easements “10689,” as shown on Map 1549, “10688, “ as shown on Map 1548, “10684, “ as shown on Map 1547, “10685, “ as shown on Map 1547, “10686, “ as shown on Map 1547, and “10687”, as shown on Map 1547 of Land Court Application No. 1069, as granted by Grant of Non-Exclusive Access, Drainage and Utility Easements dated April 8, 2014, by and between Gentry Homes, Ltd., and TRC Laulani Village, LLC, as Grantor, and Association of Apartment Owners of Laulani, Property Development Centers LLC, City Mill Company, Limited, American Savings Bank, F.S.B., and TRC Laulani Village, LLC, as Grantee, was recorded in the Land Court as Document No. T-8906129 on May 21, 2014.


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EXHIBIT A-4
LEGAL DESCRIPTION FOR PUUNENE LAND
All of the premises comprising a portion of that certain condominium project known as the “PUUNENE SHOPPING CENTER” Condominium Project” (the “Project”), consisting of that certain parcel of land situate at Puunene, District of Wailuku, Island and County of Maui, State of Hawaii, and the improvements and appurtenances thereto, all as described in and established by that certain Declaration of Condominium Property Regime of Puunene Shopping Center, dated November 8, 2013, recorded in the Bureau of Conveyances of the State of Hawaii as Document No. A-50600302, as the same has been and may hereafter be amended from time to time (the “Declaration”), and described as follows:
FIRST
Unit Nos. 2, 3, 4, and 5 of the Project as described in the Declaration and as shown on Condominium Map No. 5232, filed in the Bureau, as the same has been and may hereafter be amended from time to time (the “Condominium Map”).
Together with all easements described in the Declaration as being appurtenant to the Unit, including the following:
a.    The exclusive right to use those certain limited common elements of the Project which are appurtenant to the Unit as described in the Declaration and/or shown on the Condominium Map.
b.    Non-exclusive easements in the common elements designed for such purposes for ingress, egress, utility services for and support, maintenance, and repair of the Unit; in the other common elements and Units for use according to their respective purposes, all as more particularly described in the Declaration and/or as shown on the Condominium Map.
SECOND
An undivided 3.17% (as to Unit No. 2); 2.53% (as to Unit No. 3); 5.32% (as to No. 4); and 40.41% (as to Unit No. 5) in all common elements of the Project, including the land upon which the Project is located, as established for the Unit by the Declaration, or such other interest as may hereafter be established for the Unit by any amendment to the Declaration, as tenants in common with the other owners of Units in the Project, as declared and established by the Declaration.
The land upon which the Project is located is more particularly described as follows:
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Royal Patent Grant Number 3343 to Claus Spreckels) situate, lying and being at Puunene, District of Wailuku, Island and County of Maui, State of Hawaii, being LOT 2-C-4-C-1-A of the FIRST ASSEMBLY OF GOD SUBDIVISION, as shown on subdivision map dated May 28, 2008, last

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revised March 10, 2011, approved by the Department of Public Works, County of Maui, on May 31, 2011, corrected and accepted on May 18, 2012; and thus bounded and described:
Beginning at a pipe at the southwesterly corner of this lot, on the easterly side of Mokulele Highway (F.A.P. No. NH-0900(59)), said pipe being also the northwesterly corner of Lot 2-C-4-C-1-E of the First Assembly of God Subdivision, the coordinates of said point of beginning referred to Government Survey Triangulation Station “LUKE” being 2,889.63 feet south and 13,108.21 feet east and running by azimuths measured clockwise from True South:
1.    149°    00’    485.72    feet along the easterly side of Mokulele Highway (F.A.P. No. NH-0900(59)) to a pipe;
2.
Thence along the southerly side of Ho’okele Street on a curve to the right with a radius of 30.00 feet, the chord azimuth and distance being:
190°     30’    39.76    feet to a pipe;
3.    232°    00’    158.73    feet along the southerly side of Ho’okele Street to a pipe;
4.    228°    34’ 10”    100.28    feet along same to a pipe;
5.    232°    00’    1,218.61    feet along same to a pipe;
6.
Thence along Lot 2-C-4-C-1-B of the First Assembly of God Subdivision on a curve to the right with a radius of 30.00 feet, the chord azimuth and distance being:
277°    00’    42.43    feet to a pipe;
7.    322°    00’    69.57    feet to a pipe;
8
Thence along same on a curve to the right with a radius of 355.00 feet, the chord azimuth and distance being:
337°    45’    192.72    feet to a pipe;
9.     353°    30’    41.38    feet along lot 2-C-4-C-1-B of the First Assembly of God Subdivision to a pipe;
10.
Thence along same on a curve to the left with a radius of 500.00 feet, the chord azimuth and distance being:
343°    34’ 30”    172.36    feet to a pipe;
11.    333°    39’    408.87    feet along Lot 2-C-4-C-1-B of the First Assembly of God Subdivision to a pipe;
12.    65°    10’    1,086.34    feet along Lot 2-C-4-C-1-E of the First Assembly of God Subdivision to a pipe;

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13.    72°    30’    340.30    feet along same to the point of beginning and containing an area of 24.452 acres, more or less.
Together with a non-exclusive easement over and across Easement “D-5” for drainage purposes, as granted by GRANT OF DRAINAGE EASEMENT dated September 29, 2011, recorded as Document No. 2011-161644; being more particularly described therein and subject to the terms and conditions contained therein.
Together also with a non-exclusive easement over and across Easement “SA-1” for access purposes, as granted by GRANT OF ACCESS EASEMENT dated November 8, 2013, recorded as Document No. A-50600300; being more particularly described therein and subject to the terms and provisions contained therein.
Said parcels of land having been acquired by PUUNENE SHOPPING CENTER, LLC, a Delaware limited liability company, as follows:
8.
As to Unit No. 3:
LIMITED WARRANTY DEED of PDI, INC., a Delaware corporation, dated December 23, 2014, recorded as Document No. A-54800243; and
2.    As to Unit Nos. 2, 4, and 5:
LIMITED WARRANTY DEED of PROPERTY DEVELOPMENT CENTERS LLC, a Delaware limited liability company, dated December 23, 2014, recorded as Document No. A-54800244.


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EXHIBIT B-1
LEASE INFORMATION FOR PROPERTY RELATED TO HOKULEI LAND







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EXHIBIT B-2
LEASE INFORMATION FOR PROPERTY RELATED LAULANI LAND
















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EXHIBIT B-3
LEASE INFORMATION FOR PROPERTY RELATED PAD G LAND
NONE


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EXHIBIT B-4
LEASE INFORMATION FOR PROPERTY RELATED PUUNENE LAND





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EXHIBIT C
[Reserved]




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EXHIBIT D
[RESERVED]
 
 
 
 



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EXHIBIT E
[RESERVED]


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EXHIBIT F-1
TITLE COMMITMENT FOR PROPERTY RELATED TO HOKULEI LAND



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EXHIBIT F-2
TITLE COMMITMENT FOR PROPERTY RELATED TO LAULANI LAND





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EXHIBIT F-3
TITLE COMMITMENT FOR PROPERTY RELATED TO PAG G LAND


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EXHIBIT F-4
TITLE COMMITMENT FOR PUUNENE PROPERTY



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EXHIBIT G
FORM OF DEED
LAND COURT
REGULAR SYSTEM
 
Return By Mail
 
Pick-Up
 
To:

Attention: _____________________
Telephone: _____________________

 
TITLE OF DOCUMENT:
LIMITED WARRANTY DEED

PARTIES TO DOCUMENT:
GRANTOR:
[Grantor] , a Delaware limited liability company
 
GRANTEE:
[A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company]
822 Bishop Street, Honolulu, Hawaii 96813
 
Tax Map Key (s): _________________ (This document consists of       pages.)

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LIMITED WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS:
THIS LIMITED WARRANTY DEED (this “Deed”) is made ________________________, 20___, by [Grantor] , a Delaware limited liability company (the “Grantor”), in favor of _________________________________________, whose address is 822 Bishop Street, Honolulu, Hawaii 96813 (the “Grantee”).
Grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to Grantor paid by Grantee, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell and convey unto the Grantee all of that certain real property more particularly described in Exhibit A attached hereto and made a part hereof, subject to the encumbrances noted on Exhibit A (the “Property”).
TOGETHER WITH all and singular the buildings, improvements, rights, tenements, hereditaments, easements, privileges and appurtenances thereunto belonging or appertaining or held and enjoyed in connection therewith.
TO HAVE AND TO HOLD the same unto Grantee in fee simple, forever.
AND the Grantor does hereby covenant with the Grantee that the granted premises are free and clear of all encumbrances made or suffered by the Grantor, except as noted in said Exhibit B , and except for assessments for real property taxes not yet by law required to be paid; and that the Grantor will WARRANT AND DEFEND the same unto the Grantee against the lawful claims and demands of all persons claiming by, through or under the Grantor, except as aforesaid.
The terms “Grantor” and “Grantee”, as and when used hereinabove or hereinbelow shall mean and include the masculine or feminine, the singular or plural number, individuals, associations, trustees, corporations, partnerships or limited liability companies, and their and each of their respective successors in trust, successors in interest, heirs, executors, personal representatives, administrators and permitted assigns, according to the context thereof, and that if these presents shall be signed by two or more grantors, or by two or more grantees, all covenants of such parties shall be and for all purposes deemed to be joint and several.
This instrument may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall together constitute one and the same instrument, binding all of the parties hereto, notwithstanding all of the parties are not signatory to the original of the same counterparts. For all purposes, including, without limitation, recordation, filing and delivery of this instrument, duplicate unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining pages assembled as one document.
The person or company recording or arranging for the recordation of this document is authorized to complete any blanks contained in this document with the applicable number of pages, dates, and recordation information, whether before or after this document has been notarized by a notary public, and in no event shall completion of such blanks be deemed an alteration of this document by means of the insertion of new content.
IN WITNESS WHEREOF, Grantor and Grantee have executed these presents as of the day and year first above written.

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GRANTOR:
[___________________]
By:
Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:                     
Name:                     
Title:                     


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 [CALIFORNIA NOTARY FORM]
 
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
 
 
 
 
STATE OF
____________________
)SS
COUNTY OF
____________________
)
 
On _____________ _____, 20__ before me, ______________________________, Notary Public, personally appeared ___________________as___________________ of [______________], who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
 
 
WITNESS my hand and official seal.
 
 
 
Signature
 
__________________________________
 
 
 
 
     This area for official notarial seal


 

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EXHIBIT A

LEGAL DESCRIPTION

Tax Map Key: _________
[TO BE INSERTED]


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EXHIBIT B
[TO BE INSERTED]


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EXHIBIT H
NOTICE TO TENANTS
__________________, 20__
Re:
[_______________________] (the “ Property ”)
This is to notify you that [TRC SPE], a [Delaware limited liability company] (“ Owner ”), has sold its interest in the property described above and in connection therewith has assigned its interest as landlord under your lease to [ A & B PROPERTIES HAWAII, LLC, SERIES R] , a Delaware limited liability company (“ Purchaser ”).
You are further notified that any refundable security deposits or any prepaid rents under your lease have been transferred to Purchaser.
Commencing as of                  , all rental payments under your lease shall be paid to Purchaser or as Purchaser shall direct. Please make your rent checks payable to Purchaser at the following address:

    
    
Any written notices you desire or are required to make to the landlord under your lease should hereafter be sent to Purchaser at the above address.
Very truly yours,
[SPE OWNER]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:          
Name:       
Title:          




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EXHIBIT I
NOTICE TO PARTIES TO SERVICE CONTRACTS
__________________, 20__
Re:
[__________________] (the “ Property ”)
Dear Service Provider:
This is to notify you that [TRC SPE], a [Delaware limited liability company] (“ Owner ”), has sold its interest in the property described above to [ A & B PROPERTIES HAWAII, LLC, SERIES R] , a Delaware limited liability company (“ Purchaser ”), and in connection therewith has assigned its interest under your service contract to Purchaser. All notices to the owner of the Property pursuant to your service contract at the Property should be sent to Purchaser in the manner provided in the service contract to the following address:

    
    
    
Very truly yours,
[SPE OWNER]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:          
Name:       
Title:          




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EXHIBIT J
CERTIFICATE OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code of 1986, as amended (the “ Code ”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445 of the Code), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee (i.e., A & B PROPERTIES HAWAII, LLC, SERIES R) that withholding of tax is not required upon the disposition of a U.S. real property interest by [TRC SPE], a [Delaware limited liability company] (“ Transferor ”), the undersigned hereby certifies the following on behalf of Transferor:
1.
Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and Income Tax Regulations);
2.
[Transferor is not a disregarded entity as defined in §1.1445-2(b)(2)(iii) of the Income Tax Regulations];
3.
Transferor’s U.S. employer identification number is [___________________]; and
4.
Transferor’s office address is in care of Terramar Retail Centers, LLC, 4695 MacArthur Court, Suite 700, Newport Beach, CA 92660.
Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Transferor.
TRANSFEROR
[SPE OWNER]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:          
Name:       
Title:          




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EXHIBIT K
RESERVED




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EXHIBIT L
FORM TENANT ESTOPPEL CERTIFICATE
[TRC SPE]
c/o Terramar Retail Centers, LLC  
4695 MacArthur Court, Suite 700
Newport Beach, CA 92660
Attention: Tom Kuehl  
A & B PROPERTIES HAWAII, LLC, SERIES R
c/o A&B Properties, Inc.  
822 Bishop Street  
Honolulu, Hawaii 96813
[ADD PURCHASER’S LENDER OR EXISTING LENDER (IF LOAN BEING ASSUMED), IF NECESSARY]
Re:
Lease described on Exhibit A (the “ Lease ”) between the undersigned (“ Tenant ”) and the Landlord named therein (“ Landlord ”) concerning the premises described therein (“ Leased Premises ”) located at the property generally described in Part C of Exhibit A (“ Property ”).
    
At the request of Landlord, made in connection with the proposed sale of the Property to the above named purchaser (“ Purchaser ”), the undersigned hereby certifies to Landlord, its successors and assigns, [and] Purchaser, [and the above named lender of Purchaser and/or Landlord] [any lender of Purchaser or Landlord] [(“ Lender ”)] [and to an as yet to be determined lender, and its successors, assigns, and participants [collectively, “ Lender ”] (“ Lender ”)], as follows:
1.    Except as shown on Part D of Exhibit A , the Lease is presently in full force and effect and the original Lease has not been amended, extended, supplemented or modified.
2.    The Lease represents the entire agreement between Tenant and Landlord with respect to the Leased Premises, the Property and the building of which the Leased Premises are a part.
3.    Except as disclosed in Part D of Exhibit A , Tenant is in sole possession of the Leased Premises and is occupying the Leased Premises and conducting business therein and Tenant has not entered into any assignment, sublease, hypothecation, leasehold mortgage or other agreement transferring or encumbering any of its interest in the Lease or the Leased Premises.
4.    The commencement and expiration dates of the current term of the Lease (which is the current option term, if applicable) and certain information concerning rent provisions under the Lease, as well as the approximate square footage of the Leased Premises, are set forth on Exhibit A . Minimum rent and additional rent, real estate taxes, common area maintenance costs contributions and charges and all other charges due under the Lease have been paid (subject to any reconciliation required under the Lease, if any) up to and including ____________, 20__. No rent or other charge or expense has been paid more than 30 days in advance of its due date.

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5.    The current amount of Tenant’s security deposit, if any, is as set forth on Part H of Exhibit A .
6.    Except as shown on Part K of Exhibit A , to the knowledge of the Tenant, Landlord has no unpaid obligations under the Lease.
7.    Except as shown on Part K of Exhibit A , neither Tenant nor, to Tenant’s best knowledge, Landlord is in default under any of the terms of the Lease, nor has any event occurred which with the passage of time or the giving of notice or both would constitute a default under the Lease. Except as shown on Part K of Exhibit A , Tenant has no claims, counterclaims, defenses or setoffs against Landlord arising under the Lease or in connection with the Leased Premises or the Property, and Tenant is not entitled to any concession, abatement, rebate, allowance or free or reduced rent for any period after the date hereof, except as set forth on Part K of Exhibit A .
8.    Except as shown on Part K of Exhibit A , possession of the Leased Premises has been delivered to Tenant, and Tenant has accepted the Leased Premises, occupies the Leased Premises and is open for business in the Leased Premises. Landlord has completed all construction required by the Lease and Landlord has no current obligation to pay for any Tenant finish, leasehold improvements or other construction. Further, all other conditions under the Lease to be performed by Landlord have been satisfied.
9.    Except as shown on Part K of Exhibit A , to Tenant’s best knowledge and belief, all space and improvements leased by Tenant have been completed in compliance with applicable laws and Tenant has received no notice of and has no knowledge of, any violation of any governmental law or requirement with respect to the Leased Premises or its operations.
10.    Except as shown on Part G of Exhibit A , Tenant does not have any right to renew or extend the Lease, or to terminate the Lease, or to expand or lease additional space, or any option or preferential right to purchase all or any part of or interest in the Leased Premises or the building of which the Leased Premises are a part, or the Property.
11.    The operation and use of the Leased Premises do not involve the generation, treatment, storage, disposal or release of a hazardous substance or a solid waste into the environment other than to the extent necessary to conduct its ordinary course of business in the Leased Premises and in accordance with all applicable environmental laws.
12.    There are no actions pending against Tenant or any guarantor of Tenant’s obligations under the Lease pursuant to bankruptcy, insolvency or other similar laws of any jurisdiction.
13.    All of the matters set forth herein and on Exhibit A are true and correct as of the date hereof.

IN WITNESS WHEREOF , Tenant has executed this Estoppel Certificate on this _______ day of __________________, 20__.

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Tenant:
[TO BE INSERTED]

    


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EXHIBIT A
Lease Document, Lease Terms, and Current Status
 
 
 
 
 
A.
Date of Lease:
_________________________________
B.
Parties:
_________________________________
 
 
 
1. Landlord:
_________________________________
 
2. Tenant:
_________________________________
 
DBA:
_________________________________
C.
Premises Known As:
_________________________________
 
 
_________________________________
 
 
Suite No:
_________________________________
 
 
D.
Amendments, Assignments, Subleases, and Encumbrances
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
E.
Rent Commencement Date (Current Term):
________________________________
 
 
F.
Expiration Date (Current Term):
________________________________
 
 
G.
Rights to Renew, to Terminate, to Rent Additional Space or Purchase any portion of the Shopping Center
 
 
H.
Security Deposit Currently Held by Landlord:
$
 
I.
Current Fixed Minimum Rent (Annual):
$
J.
Approx. Square Feet:
_________________________________
 
 
K.
Other Issues: (None unless listed Below)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
L.    FOR ULTA ESTOPPEL ONLY: Tenant agrees that, Planet Fitness or any other gym or fitness center falls within the meaning of the word “retailer” and “retail tenant” as such terms are used in the definition of Named Co-Tenants in Paragraph H of the Lease, the Co-Tenancy conditions in Section 2.3 of the Lease, and the exception of a 10,000 square foot or greater retailer from the massage exclusive in Section 5.4(a) of the Lease.

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EXHIBIT N-1
LIST OF PENDING LITIGATION FOR PROPERTY RELATED TO HOKULEI LAND
None





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EXHIBIT N-2
LIST OF PENDING LITIGATION FOR PROPERTY RELATED TO LAULANI LAND
None


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EXHIBIT N-3
LIST OF PENDING LITIGATION FOR PROPERTY RELATED TO PAD G LAND

None

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EXHIBIT N-4
LIST OF PENDING LITIGATION FOR PROPERTY RELATED TO PUUNENE LAND
None



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EXHIBIT O
BILL OF SALE
[TRC SPE], a [Delaware limited liability company] (“ Seller ”), in consideration of Ten and No/100 Dollars ($10.00), receipt of which is hereby acknowledged does hereby sell, assign and transfer to A & B PROPERTIES HAWAII, LLC, SERIES R, a Delaware limited liability company (“ Purchaser ”), all of Seller’s right, title and interest in, to and under the Tangible Personal Property (as defined in that certain Purchase and Sale Agreement dated as of [______________] (the “ Agreement ”) by and between Seller and Purchaser) relating to that certain real property commonly known as [____________________] located at [_____________________]. Such sale, assignment and transfer does not include any of the Excluded Property (as defined in the Agreement).
This sale, assignment and transfer is made without representation, warranty or guaranty by, or recourse against, Seller of any kind whatsoever except that Seller warrants that it is the owner of the Tangible Personal Property, free and clear or any liens or other monetary encumbrances. Further, any implied warranties of quality, fitness or merchantability are hereby disclaimed.
The recourse of Purchaser against Seller, and its members, managers, officers, employees, agents and representatives, with respect to any alleged breach by or on the part of Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in this Bill of Sale is subject to, and shall be limited as set forth in, the Agreement (including without limitation Section 9.2 , Section 9.6 and Section 10 thereof).
IN WITNESS WHEREOF , Seller has caused this Bill of Sale to be executed as of the ________ day of _________________, 20__.
[SPE OWNER]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:          
Name:       
Title:          




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EXHIBIT P-1
MATERIAL VIOLATION DISCLOSURES FOR PROPERTY RELATED TO HOKULEI LAND
NONE




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EXHIBIT P-2
MATERIAL VIOLATION DISCLOSURES FOR PROPERTY RELATED TO LAULANI LAND

NONE

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EXHIBIT P-3
MATERIAL VIOLATION DISCLOSURES FOR PROPERTY RELATED TO PAD G LAND
NONE


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EXHIBIT P-4
MATERIAL VIOLATION DISCLOSURES FOR PROPERTY RELATED TO PUUNENE LAND
NONE


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EXHIBIT Q
NOTICE TO PARTIES TO PROPERTY AGREEMENTS
__________________, 20__
Re:
[________________] (the “Property”)
This is to notify you that [TRC SPE], a [Delaware limited liability company] (“ Owner ”), has sold its interest in the property described above and in connection therewith has assigned its interest under that certain [                          dated              ] (the “ Agreement ”) to A & B PROPERTIES HAWAII, LLC, SERIES R, a Delaware limited liability company (“ Purchaser ”).
You are further notified that any prepaid amounts under the Agreement have been transferred to Purchaser.
Commencing as of ________________, all payments under the Agreement shall be paid to Purchaser or as Purchaser shall direct. Please make your rent checks payable to Purchaser at the following address:
[PURCHASER TO PROVIDE]

Any written notices you desire or are required to make to under the Agreement should hereafter be sent to Purchaser at the above address.
Very truly yours,
[SPE OWNER]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:          
Name:       
Title:          



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EXHIBIT R
ASSIGNMENT OF LEASES
[Recordable Format to be Used for Any Recorded Leases]
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this “ Assignment ”) is made and entered into as of                      (the “ Effective Date ”) by and between [TRC SPE], a [Delaware limited liability company] (“ Assignor ”), and A & B PROPERTIES HAWAII, LLC, SERIES R, a Delaware limited liability company (“ Assignee ”).
RECITALS:
A.    Assignor and Assignee have heretofore entered into that certain Purchase and Sale Agreement dated as of (the “ Purchase Agreement ”), pursuant to which Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, that certain real property commonly known as [__________________] located at [__________________________] (the “ Property ”).
B.    In connection with the transactions contemplated by the Purchase Agreement, Assignor has agreed to assign to Assignee all of its right, title and interest in, to and under all leases with respect to the Property, as more particularly described on the list attached hereto as Exhibit A (collectively, the “ Leases ”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:
1.     Assignment . Effective as of the Effective Date, Assignor hereby assigns, transfers, conveys and sets over to Assignee all of Assignor’s right, title and interest in, to and under the Leases, including any security deposits held thereunder. Such assignment, transfer and conveyance does not include any of the Excluded Property (as defined in the Purchase Agreement).
2.     Acceptance . Assignee hereby accepts the assignment of the Leases and agrees to assume, keep, perform and fulfill all liabilities and obligations of the landlord under the Leases which accrue from and after the Effective Date.
3.     Indemnity . Assignee hereby agrees to indemnify and hold Assignor harmless from and against any claims, costs or liabilities in connection with Assignee’s breach of any of the Leases arising or accruing on or after the date hereof. Assignor agrees to indemnify and hold Assignee harmless from and against any claims, costs or liabilities in connection with Assignor’s breach of any of the Leases arising or accruing prior to and until (but not including) the date hereof.
4.     Exculpation of Assignor and Related Parties . The recourse of Assignee with respect to any alleged breach by or on the part of Assignor of any representation, warranty, covenant, undertaking, indemnity or agreement contained in this Assignment is subject to, and shall be limited as set forth in, the Purchase Agreement (including without limitation Section 9.2 , Section 9.6 and Section 10 thereof).

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5.     Binding Effect . This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
6.     No Modification . This Assignment shall not be altered, amended or otherwise modified, except as set forth in a written document executed by the parties hereto.
7.     Governing Law . This Assignment and all questions arising in connection herewith shall be governed by and construed in accordance with the internal laws of the state where the Property is located. The parties hereto consent to the jurisdiction of the courts of the State of Hawaii and to the United States District Court for the State of Hawaii. In the event either party to this Assignment commences a legal action to enforce or interpret the provisions hereof, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred therein.
8.     Counterparts; .PDF Signatures . This Assignment may be executed in two or more counterparts, all of which shall be read together and be construed as one instrument. In order to expedite the transaction contemplated herein, .pdf signatures sent via e-mail may be used in place of original signatures on this Assignment. Assignor and Assignee intend to be bound by the signatures on the e-mailed document, are aware that the other party will rely on the e-mailed signatures, and hereby waive any defenses to the enforcement of the terms of this Assignment based on the form of signature.
[Signatures follow on next page]

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IN WITNESS WHEREOF , Assignor and Assignee have executed and delivered this Assignment as of the Effective Date.
ASSIGNOR:
[TRC SPE]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:          
Name:       
Title:          

ASSIGNEE:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By:       
Name:       
Title:       



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EXHIBIT S
GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT (this “ Assignment ”) is made and entered into as of [_______________________] (the “ Effective Date ”) by and between [TRC SPE], a [Delaware limited liability company] (“ Assignor ”), and A & B PROPERTIES HAWAII, LLC, SERIES R, a Delaware limited liability company (“ Assignee ”).
RECITALS:
A.    Assignor and Assignee have heretofore entered into that certain Purchase and Sale Agreement dated as of [___________________] (the “ Purchase Agreement ”), pursuant to which Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, that certain real property commonly known as [________________________] located at [___________________________] (the “ Property ”).
B.    In connection with the transactions contemplated by the Purchase Agreement, Assignor has agreed to assign to Assignee all of its right, title and interest, if any, in, to and under the maintenance, service, and other like contracts and agreements with respect to the ownership and operation of the Property or any portion thereof (excluding contracts affecting other properties in addition to the Property), as listed on Exhibit A attached hereto (collectively, the “ Service Contracts ”).
C.    In connection with the transactions contemplated by the Purchase Agreement, Assignor has agreed to assign to Assignee all of its right, title and interest, if any, in, to and under all intangible property, permits, licenses, approvals, guarantees and warranties benefiting or pertaining to the Property or any portion thereof, except for the Excluded Property (as defined in the Purchase Agreement) (collectively, the “ Intangibles ”).
D.    In connection with the transactions contemplated by the Purchase Agreement, Assignor has agreed to assign all of its right, title and interest, if any and to the extent assignable, in, to and under those documents listed on Exhibit B attached hereto (collectively, the “ Other Agreements ”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby covenant and agree as follows:
1.     Assignment . Effective as of the Effective Date, Assignor hereby assigns, transfers, conveys and sets over to Assignee all of Assignor’s right, title and interest, if any, in, to and under the Service Contracts, Intangibles and the Other Agreements. Such assignment, transfer and conveyance does not include any of the Excluded Property (as defined in the Purchase Agreement).
2.     Acceptance . Assignee hereby accepts the assignment of the Service Contracts, Intangibles and the Other Agreements, and agrees to assume, keep, perform and fulfill all liabilities

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and obligations of Assignor which accrue under the Service Contracts, Intangibles and the Other Agreements from and after the Effective Date.
3.     Indemnity . Assignee hereby agrees to indemnify and hold Assignor harmless from and against any claims, costs or liabilities in connection with Assignee’s breach of any of the Service Contracts, Intangibles or Other Agreements arising or accruing on or after the date hereof. Assignor agrees to indemnify and hold Assignee harmless from and against any claims, costs or liabilities in connection with Assignor’s breach of any of the Service Contracts, Intangible or Other Agreements arising or accruing prior to and until (but not including) the date hereof.
4.     Exculpation of Assignor and Related Parties . The recourse of Assignee with respect to any alleged breach by or on the part of Assignor of any representation, warranty, covenant, undertaking, indemnity or agreement contained in this Assignment is subject to, and shall be limited as set forth in, the Purchase Agreement (including without limitation Section 9.2 , Section 9.6 and Section 10 thereof).
5.     Binding Affect . This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
6.     No Modification . This Assignment shall not be altered, amended or otherwise modified, except as set forth in a written document executed by the parties hereto.
7.     Governing Law . This Assignment and all questions arising in connection herewith shall be governed by and construed in accordance with the internal laws of the state where the Property is located. . The parties hereto consent to the jurisdiction of the courts of the State of Hawaii and to the United States District Court for the State of Hawaii. In the event either party to this Assignment commences a legal action to enforce or interpret the provisions hereof, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred therein.
8.     Counterparts; .pdf Signatures . This Assignment may be executed in two or more counterparts, all of which shall be read together and be construed as one instrument. In order to expedite the transaction contemplated herein, .pdf signatures sent via e-mail may be used in place of original signatures on this Assignment. Assignor and Assignee intend to be bound by the signatures on the e-mailed document, are aware that the other party will rely on the e-mailed signatures, and hereby waive any defenses to the enforcement of the terms of this Assignment based on the form of signature.
[Signatures follow on next page]

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IN WITNESS WHEREOF , Assignor and Assignee have executed and delivered this Assignment as of the Effective Date.
ASSIGNOR:
[TRC SPE]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:          
Name:       
Title:          

ASSIGNEE:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By:       
Name:       
Title:       




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EXHIBIT T

1031 ASSIGNMENT & ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Assignment Agreement ”) is entered into as of this ____ day of ________, 2017 (the “ Effective Date ,” which is one day prior to the Closing Date) by and among (i) A & B PROPERTIES HAWAII, LLC, SERIES R, a series of a Delaware limited liability company (“ ABP ”); (ii) T. G. EXCHANGE, INC., a Hawaii corporation (“ TGX ”); (iii) _______________________ (“__________”); and (iv) _______________________ (“__________”), and _______________________ (“__________”) (together, “ Transferor ”).
THE PARTIES ENTER INTO THIS ASSIGNMENT AGREEMENT on the basis of the following facts, understandings and intentions:
A.    ABP and Transferor entered into that certain Purchase and Sale Agreement with reference date ____________________ (as amended, and including addenda, the “ Acquisition Agreement ”), whereby, subject to certain terms and conditions, Transferor agreed to convey to ABP or its permitted assigns the real property located at _________________________ (the “ Property ”), as more particularly described in the Acquisition Agreement. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Acquisition Agreement.
B.    TGX is acting as qualified intermediary for ABP.
C.    ____________________ is disregarded as separate from ABP for income tax purposes.
D.    As of the Effective Date, ABP desires to assign all of its right, title and interest in, to and under the Acquisition Agreement to TGX.
E.    On the Closing Date, TGX desires Transferor to convey the Property to ____________________; and ____________________ desires to accept such conveyance.
NOW THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties hereto’ the parties agree as follows:
1. Assignment by Assignor . As of the Effective Date, ABP shall and hereby does assign and transfer all of its right, title and interest in, to and under the Acquisition Agreement to TGX (as qualified intermediary for ABP). TGX shall and hereby does accept such assignment and assume and agree to perform all of ABP’s duties, obligations and responsibilities arising under the Acquisition Agreement. The foregoing assignments shall not release ABP from any liability under the Acquisition Agreement.

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2. Conveyance of Property . TGX shall and hereby does direct Transferor, on the Closing Date, to convey the Property to ____________________. Such conveyance shall not release ABP from any liability under the Acquisition Agreement.
3.      Consent by Transferor . As of the Effective Date, Transferor shall and hereby does consent to the foregoing assignment and assumption of the Acquisition Agreement and instructions regarding the conveyance of the Property.
4.      Benefit . This Assignment Agreement and all of the terms, covenants, and conditions hereof shall extend to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto.
5.      Modifications . This Assignment Agreement may not be amended modified or otherwise changed in any manner except in writing and executed by the parties to be charged.
6.      Miscellaneous . This Assignment Agreement shall be governed and construed in accordance with the laws of the State in which the Property is located. Any liability which may arise as a consequence of the execution of this Assignment by any entity that is party hereto shall be a liability of such entity and not the personal liability any officer, director, shareholder or employee of such entity or any affiliate thereof. This Assignment Agreement may be executed in counterparts and delivered by fax machine, as a PDF attached to an email, or by other electronic transmission, and each counterpart so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and the counterparts together shall constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement as of the day and year first above written.

 
ABP :
 
A & B PROPERTIES HAWAII, LLC, SERIES R, a series of a Delaware limited liability company

By: __________________________________
Name:
Title:

By: __________________________________
Name:
Title:
 
____________________:
 
____________________,
a ____________________
    
     By: _______________________________
     Name:
     Title:
     
     By: _______________________________
     Name:
     Title:
[SIGNATURES CONTINUE ON THE FOLLOWING PAGES]

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TGX :
 
T. G. EXCHANGE, INC.,
a Hawaii corporation

By: __________________________________
Name:
Title:

By: __________________________________
Name:
Title:
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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Transferor :
 
____________________,
a ____________________

By: __________________________________
Name:
Title:
 
____________________,
a ____________________

By: __________________________________
Name:
Title:



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EXHIBIT U

1031 ASSIGNMENT & RELEASE AGREEMENT

ASSIGNMENT AND RELEASE AGREEMENT
THIS ASSIGNMENT AND RELEASE AGREEMENT (this “ Release Agreement ”) is entered into as of this ____ day of ________, 2017 (the “ Effective Date ,” which is one day after the Closing Date) by and among (i) T. G. EXCHANGE, INC., a Hawaii corporation (“ TGX ”); (ii) A & B PROPERTIES HAWAII, LLC, SERIES R, a series of a Delaware limited liability company (“ ABP ”), and _______________________ (“__________”) (together, the “ ABP Entities ”); and (iii) _______________________, and _______________________ (together, “ Transferor ”).
THE PARTIES ENTER INTO THIS ASSIGNMENT AND RELEASE AGREEMENT on the basis of the following facts, understandings and intentions:
A.    ABP and Transferor entered into that certain Purchase and Sale Agreement with reference date ______________ (as amended, and including addenda, the “ Acquisition Agreement ”), whereby, subject to certain terms and conditions, Transferor agreed to convey to ABP or its permitted assigns the real property located at __________________________ (the “ Property ”), as more particularly described in the Acquisition Agreement. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Acquisition Agreement.
B.    Pursuant to that certain Assignment and Assumption Agreement dated as of ________ ____, 2017 (the “ Assignment Agreement ”), ABP assigned all of its right, title and interest in, to and under the Acquisition Agreement to TGX. TGX assumed and accepted ABP’s obligations arising under the Acquisition Agreement, but directed that the Property be conveyed to __________________. Transferor consented to the assignment and instructions regarding the conveyance of the Property.
C.    The Property was transferred to ___________________ pursuant to the Acquisition Agreement (as assigned).
D.    TGX now desires to reassign to the ABP Entities any remaining representations, warranties, indemnities, covenants, liabilities and obligations which survive the date of closing of escrow and transfer of the Real Property (the “ Closing ”).
NOW THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties hereto, the parties agree as follows:
1.     Assignment by TGX . As of the Effective Date, TGX shall and hereby does reassign and transfer to the ABP Entities all of its right, title and interest in, to and under each of the representations, warranties, indemnities, covenants, liabilities and obligations in the Acquisition Agreement which by their terms survive the Closing; and the ABP Entities hereby assume the same.

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2.     Consent and Release of Assignor . As of the Effective Date, Transferor shall and hereby does (a) consent to the foregoing assignment and (b) release TGX of and from any and all obligations TGX may now have or may in the past have had or in the future may have towards Transferor arising under or in connection with the Acquisition Agreement. This Release Agreement does not release the ABP Entities from any liability under the Acquisition Agreement.
3.     Benefit . This Release Agreement and all of the terms, covenants, and conditions hereof shall extend to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto.
4.     Modifications . This Release Agreement may not be amended, modified or otherwise changed in any manner except in writing and executed by the parties to be charged.
5.     Miscellaneou s. This Release Agreement shall be governed and construed in accordance with the laws of the State in which the Real Property is located. Any liability which may arise as a consequence of the execution of this Assignment by any entity that is party hereto shall be a liability of such entity and not the personal liability of any officer, director, shareholder or employee of such entity or any affiliate thereof. This Release Agreement may be executed in counterparts and delivered by fax machine, as a PDF attached to an email, or by other electronic transmission, and each counterpart so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and the counterparts together shall constitute one and the same instrument.
[SIGNATURES PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Release Agreement as of the day and year first above written.
 
TGX :

 
T. G. EXCHANGE, INC.,
a Hawaii corporation


By: __________________________________
Name:
Title:


By: __________________________________
Name:
Title:



[SIGNATURES CONTINUE ON FOLLOWING PAGES]

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ABP :

 
A & B PROPERTIES HAWAII, LLC, SERIES R
a series of a Delaware limited liability company


By: __________________________________
Name:
Title:


By: __________________________________
Name:
Title:


 
____________________:

 
____________________,
a ____________________


    
     By: _______________________________
     Name:
     Title:

     
     By: _______________________________
     Name:
     Title:


[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

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Transferor :

 
____________________,
a ____________________


By: __________________________________
Name:
Title:

 
____________________,
a ____________________


By: __________________________________
Name:
Title:

 



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EXHIBIT V
FORM OF ASSIGNMENT OF DECLARANT RIGHTS

   


Return by Mail ( ) Pickup ( x ) To:
 
    This document contains _____ pages
Tax Map Key Nos.             

 
ASSIGNMENT AND ASSUMPTION OF [DECLARANT, DEVELOPER] RIGHTS
THIS ASSIGNMENT AND ASSUMPTION OF [DECLARANT, DEVELOPER] RIGHTS (“ Assignment ”) is made effective as of              , 20 (“ Effective Date ”), by and between [TRC SPE], a [Delaware limited liability company] whose address is ____________________________________ (“ Assignor ”), and [A & B PROPERTIES HAWAII, LLC, a Delaware limited liability company], whose address is 822 Bishop Street, Honolulu, Hawaii 96813 (“ Assignee ”).
RECITALS.
A.    Assignor and Assignee have heretofore entered into that certain Purchase and Sale Agreement dated as of (the “ Purchase Agreement ”), pursuant to which Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, that certain real property commonly known as [__________________] located at [__________________________] (the “ Property ”).
B.    Assignor is the [“Declarant,” “Developer,” etc.] under that certain [Declaration, REA, etc.] dated as of          , and [filed / recorded] in the [Office of the Assistant Registrar of the Land Court of the State of Hawaii / Bureau of Conveyances of the State of Hawaii] as Document No.          [(the “Declaration”) (the “REA”) etc.]
C.    By this Assignment, Assignor, as the [Declarant, Developer, etc.] under the [Declaration, REA, etc.], desires to assign and transfer to Assignee, and Assignee agrees to assume, all of the rights, privileges, powers, interests and obligations of the [Declarant, Developer, etc.] under the [Declaration, REA, etc.].
NOW THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the following:
1. Assignor hereby assigns and transfers to Assignee all of the rights, privileges, powers, interests and obligations of the [Declarant, Developer, etc.] under the [Declaration, REA, etc.].
2. Assignee hereby assumes all of the rights, privileges, powers, interests and obligations of the [Declarant, Developer, etc.] under the [Declaration, REA, etc.] and covenants to and with Assignor that Assignee shall observe and perform the rights, privileges, powers, interests and obligations of the [Declarant, Developer, etc.] in accordance with the terms thereof.
3. Assignee hereby agrees to indemnify and hold Assignor harmless from and against any claims, costs or liabilities in connection with Assignee’s breach of any of the [Declaration, REA, etc.] arising or accruing on or after the date hereof. Assignor agrees to indemnify and hold Assignee harmless from and against any claims, costs or liabilities in connection with Assignor’s breach of any of the [Declaration, REA, etc.] arising or accruing prior to and until (but not including) the date hereof.

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4. The recourse of Assignee against Assignor, and its members, managers, officers, employees, agents and representatives, with respect to any alleged breach by or on the part of Assignor of any representation, warranty, covenant, undertaking, indemnity or agreement contained in this Assignment is subject to, and shall be limited as set forth in, the Purchase Agreement (including without limitation Section 9.2 , Section 9.6 and Section 10 thereof).
5. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
6. The parties hereto agree that this instrument may executed in counterparts, each of which shall be deemed an original and said counterparts shall together constitute one and the same agreement binding all of the parties hereto notwithstanding all of the parties are not signatory to the original or the same counterparts. For all purposes, including without limitation, recordation, filing and delivery of this instrument, duplicate unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining pages assembled as one document.
[Signatures on the following page]

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IN WITNESS WHEREOF, the undersigned have executed this instrument effective as of the Effective Date.
ASSIGNOR:
[TRC SPE]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:          
Name:       
Title:          

ASSIGNEE:
[A & B PROPERTIES HAWAII, LLC,
a Delaware limited liability company]


By:       
Name:        
Title:        

By:       
Name:       
Title:       


“Assignee”

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[CALIFORNIA NOTARY FORM]
 
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
 
 
 
STATE OF
____________________
)SS
COUNTY OF
____________________
)
 
On _____________ _____, 20__ before me, ______________________________, Notary Public, personally appeared ___________________as___________________ of [______________], who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
 
 
WITNESS my hand and official seal.
 
 
 
Signature
 
__________________________________
 
 
 
 
     This area for official notarial seal



 
 
 

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STATE OF HAWAII

CITY AND COUNTY OF HONOLULU
)
)
)
ss.
On ______________ before me personally appeared ____________________________ , to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if applicable, in the capacity shown, having been duly authorized to execute such instrument in such capacity.
        
Type or print name:
Notary Public, State of Hawaii
My commission expires:
(Official Stamp or Seal)

NOTARY CERTIFICATION STATEMENT
Document Identification or Description: Assignment and Assumption of
[Declarant, Developer] Rights

¨   Doc. Date: ___________________ or ¨   Undated at time of notarization
No. of Pages: ___ Jurisdiction: First Circuit
   (in which notarial act is performed)
      
Signature of Notary Date of Notarization and
         Certification Statement

            (Official Stamp or Seal)
Printed Name of Notary



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STATE OF HAWAII

CITY AND COUNTY OF HONOLULU
)
)
)
ss.
On ______________ before me personally appeared ____________________________ , to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if applicable, in the capacity shown, having been duly authorized to execute such instrument in such capacity.
        
Type or print name:
Notary Public, State of Hawaii
My commission expires:
(Official Stamp or Seal)

NOTARY CERTIFICATION STATEMENT
Document Identification or Description: Assignment and Assumption of
[Declarant, Developer] Rights

¨   Doc. Date: ___________________ or ¨   Undated at time of notarization
No. of Pages: ___ Jurisdiction: First Circuit
   (in which notarial act is performed)
      
Signature of Notary Date of Notarization and
         Certification Statement

            (Official Stamp or Seal)
Printed Name of Notary






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EXHIBIT W
FORM OF GUARANTY
This Guaranty (“Guaranty”) is entered into as of _________________________ by TERRAMAR RETAIL CENTERS, LLC, a Delaware limited liability company (“Guarantor”) in favor of A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company, and [insert names of Purchaser Designees] (individually and collectively, “Purchaser”) with reference to the following:
WHEREAS, A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company and Guarantor’s subsidiaries, HOKULEI VILLAGE, LLC , a Delaware limited liability company, TRC LAULANI VILLAGE, LLC , a Delaware limited liability company, LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (individually and collectively, “Seller”) entered into that certain Purchase and Sale Agreement dated November ______, 2017 (the “Agreement”), regarding Purchaser’s acquisition of three shopping centers owned by Seller located in the State of Hawaii (the “Properties”); and
WHEREAS, Guarantor will directly or indirectly benefit from Purchaser’s purchase of the Properties pursuant to the Agreement; and
WHEREAS, pursuant to Section 10.2 of the Agreement, Seller agreed to at closing under the Agreement (“ Closing ”) deliver Guarantor’s guaranty of Seller’s payment of Seller’s debts, obligations or liabilities to Purchaser that arise after Closing pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations of Seller under the Agreement or any document of conveyance executed by Seller or delivered to Purchaser by Seller in connection with Closing (the “ Post-Closing Obligations ”).
NOW THEREFORE, in consideration of the foregoing premises and as an inducement for Purchaser’s execution, delivery and performance of the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby agrees as follows:
1. Guarantor unconditionally guarantees to Purchaser Seller’s full and punctual payment of all of the Post-Closing Obligations, provided that Guarantor’s total liability under this Guaranty shall not exceed Ten Million Dollars ($10,000,000.00) (the “Liability Limitation”). The Liability Limitation under this Guaranty shall be reduced by the amount of any payments Purchaser receives from Seller or the Holdback Account established under Section 10.1 of the Agreement.
2.      Purchaser’s right to enforce this Guaranty shall survive for only twelve (12) months from and after the Closing (the “ Survival Period ”). No claim by Purchaser against Guarantor under this Guaranty shall be actionable or payable unless written notice containing a description of the specific nature of such claim shall have been given to Guarantor prior to the expiration of the Survival Period and an action shall have been commenced in a court having

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jurisdiction within forty-five (45) days after the expiration of the Survival Period, in which case Guarantor’s obligations hereunder with respect to such action shall survive until such action is fully and finally resolved.
3.      Until the expiration of the Survival Period, Guarantor shall maintain net assets, determined in accordance with generally accepted accounting principles, of no less than TWO HUNDRED MILLION DOLLARS ($200,000,000.00) (the “Net Assets Requirement”). If at any time during the Survival Period Guarantor does not meet the Net Assets Requirement, Guarantor shall immediately deposit in the Holdback Account established under Section 10.1 of the Agreement Nine Million Dollars ($9,000,000), which amount shall become part of the Holdback Amount and shall be held and disbursed in accordance with Section 10.1 of the Agreement. For purposes of verifying compliance with the Net Assets Requirement, Guarantor shall, throughout the Survival Period, provide Purchaser with Guarantor’s unaudited quarterly financial statements within sixty (60) days after the end of each calendar quarter.
4.      The liability of Guarantor hereunder shall be primary and joint and several with Seller. Guarantor waives notice of any breach or default by Seller. If, at any time, default shall be made by Seller in the payment of any Post-Closing Obligations, Guarantor shall promptly on demand pay to Purchaser the Post-Closing Obligations then-due. If any right of action shall accrue to Purchaser under the Agreement with respect to the Post-Closing Obligations, Purchaser may, at Purchaser’s option, proceed against Guarantor without having commenced any action or having obtained any judgment against Seller.
5.      Any act of Purchaser, or the successors or assigns of Purchaser, consisting of a waiver of any of the terms, covenants, conditions or agreements of the Agreement, or the granting of any indulgences or extensions of time to Seller, may be done without notice to Guarantor and without releasing or otherwise affecting the obligations of Guarantor hereunder.
6.      Intentionally Omitted.
7.      The liability of Guarantor hereunder shall in no way be affected by (a) the release or discharge of Seller in any creditors’, receivership, bankruptcy or other proceedings, (b) the impairment, limitation or modification of the liability of Seller or the estate of Seller in bankruptcy, or any remedy for the enforcement of Seller’s said liability under the Agreement resulting from the operation of any present or future provision of the U.S. Bankruptcy Code or other statutes or from the decisions of any court, (c) the rejection or disaffirmance of the Agreement in any such proceedings; (d) the assignment or transfer of the Agreement by Seller, (e) any disability or other defense of Seller, or (f) the cessation from any cause whatsoever of the liability of Seller except satisfaction of the Post-Closing Obligations.
8.      Until all of the Post-Closing Obligations are fully discharged, Guarantor (a) shall have no right of subrogation against Seller by reason of any payments or acts or performance by Guarantor in compliance with the obligations of Guarantor hereunder, (b) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Seller by reason of any one or more payments or acts of performance in compliance with the obligations of Guarantor hereunder, and (c) subordinates any liability or indebtedness of Seller now or hereafter held by

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Guarantor to the obligations of Seller to the Purchaser under the Agreement; provided, however, that nothing contained herein shall prohibit Seller from making capital distributions to Guarantor.
9.      Guarantor hereby (a) consents to any amendments, modifications, extensions or renewals of the Agreement and (b) waives notice of any such amendments, modifications, extensions or renewals.
10.      The Guarantor shall pay all costs and expenses, including reasonable attorneys’ fees, incurred by Purchaser in enforcing the obligations of Seller hereby guaranteed or the obligations of Guarantor hereunder.
11.      This instrument shall be governed by the laws of the State of Hawaii.
12.      Guarantor hereby irrevocably submits to the jurisdiction of the Circuit Court of the First Circuit of the State of Hawaii and the Federal District Court for the District of Hawaii.
13.      Guarantor and Purchaser by accepting this Guaranty hereby waive their right to trial by jury in any action proceeding or counterclaim brought in connection with this Guaranty or the Agreement.
14.      Guarantor shall not take any action the sole purpose of which is to avoid liability under this Guaranty.
15.      All notices, requests, demands or other communications required or permitted under this Guaranty shall be in writing and delivered personally or by certified mail, return receipt requested, postage prepaid, or by overnight courier (such as Federal Express), addressed as follows below. All notices given in accordance with the terms hereof shall be deemed given when received or upon refusal of delivery. Either party hereto may change the address for receiving notices, requests, demands or other communication by notice sent in accordance with the terms of this Section.

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If to Guarantor :
Terramar Retail Centers, LLC  
4695 MacArthur Court, Suite 700
Newport Beach, CA 92660
Attention: Tom Kuehl
Telephone: (949) 662-2122


With a copy to :
Barack Ferrazzano Kirschbaum & Nagelberg LLP
200 West Madison Street, Suite 3900
Chicago, Illinois 60606  
Attention: Chuck Picton, Esq.  
Telephone: (312) 629-5133
If to Purchaser :
c/o A&B Properties Hawaii, LLC Series R  
822 Bishop Street  
Honolulu, Hawaii 96813
Attention: Jeff Pauker
Telephone: (808) 525-6611

With a copy to :
A&B Properties Hawaii, LLC Series R  
822 Bishop Street  
Honolulu, Hawaii 96813
Attention: General Counsel
Telephone: (808) 525-6611

With a copy to :
Cades Schutte LLP
1000 Bishop Street, 12 th  Floor
Honolulu, Hawaii 96813
Attention: Richard Kiefer, Esq.
Telephone: (808) 521-9200      
16.      This instrument may not be changed, modified, discharged or terminated orally or in any other manner other than by an agreement in writing signed by Guarantor and Purchaser.
IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first written above.
TERRAMAR RETAIL CENTERS, LLC
By         
Name:

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Title:

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SCHEDULE 1.4
TANGIBLE PERSONAL PROPERTY


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SCHEDULE 1.7
OTHER AGREEMENTS
1.
Those two (2) certain AIA Document A102 – 2007 Standard Form of Agreements Between Owner and Contractor by and between Puunene Seller, as owner, and Maryl Group Construction, Inc., as contractor, including all amendments thereto, concerning the development of the Puunene Shopping Center.
2.
That certain AIA Document A102 – 2007 Standard Form of Agreement Between Owner and Contractor by and between Puunene Seller, as owner, and Maryl Group Construction, Inc., as contractor, including all amendments thereto, regarding the Ulta space build-out at Puunene.
3.
All contracts between Puunene Seller and any architects, engineers or other design professionals or contractors in connection with the work covered by the contracts listed above to be identified by Seller within seven (7) days of the Effective Date.




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SCHEDULE 2.1
PURCHASE PRICE ALLOCATION

Seller and Purchaser agree that the Purchase Price is allocated as follows for purposes of this Agreement:

1.    $124,000,000.00 is allocated to the Laulani Land and the Pad G Land, collectively, the Improvements thereon, and all related assets.

2. $70,000,000.00 is allocated to the Hokulei Land, the Improvements thereon, and all related assets.

3.    $68,500,000.00 is allocated to the Puunene Land, the Improvements thereon, and all related assets.

For purposes of calculations of State of Hawaii conveyance tax the parties agree to further allocate each such amounts among the separate Tax Map Key parcels that comprise each of the shopping centers.


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SCHEDULE 2.2
LEASING & CONSTRUCTION CREDITS



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SCHEDULE 4.1(n)
DECLARATIONS AND R.E.A.s
No.
Property
Document/Agreement
Counterparty
1.
Puunene Shopping Center
Operation and Easement Agreement
Dated: November 8, 2013
Document No.: A-50600305
Parties: Target Corporation, Property Development Centers LLC, and PDC I, Inc.
“Party” – Target Corporation, a Minnesota corporation
“ Operator ” -             (if any)
2.
Laulani
Amended and Restated Declaration of Easements with Covenants and Restrictions Affecting Land
Dated: June 6, 2013
Document No.: A-49050284
Parties: Property Development Centers LLC, a Delaware limited liability company and Safeway Inc., a Delaware corporation
“Owner”  - (1)  American Savings Bank, F.S.B., a federal savings bank , and (2)  City Mill Company, Limited, a Hawaii corporation
“Maintenance Director ” – Property Development Centers LLC, a Delaware limited liability company is the initial Maintenance Director under the original Declaration
Safeway Inc. , a Delaware corporation
3.
Laulani
Amended and Restated Infrastructure Plan dated and effective October 19, 2011, by and between Gentry Homes, Ltd., a Hawaii corporation and Property Development Centers, LLC, a Delaware limited liability company
 
(1) Gentry Homes, Ltd., a Hawaii corporation  
4.
Hokulei Village
Exhibit “D” (Reciprocal Easement Agreement) to Declaration of Condominium Property Regime of Hokulei Village


(1) Grove Farm Properties, Inc., a Hawaii corporation
(2) American Savings Bank, F.S.B., a federal savings Bank

5.
Hokulei Village
Exhibit “E” (Restrictive Agreement Affecting Revised Phase 2 Land) to Declaration of Condominium Property Regime of Hokulei Village
(1) Grove Farm Properties, Inc., a Hawaii corporation
(2) Safeway, Inc., a Delaware corporation


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6.
Puunene Shopping Center
Declaration of Condominium Property Regime
(1) Target Corporation
(2) Association of Unit Owners
7.
Puunene Shopping Center
Site Development Agreement dated November 8, 2013
(8)      Target Corporation



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SCHEDULE 8.1
DUE DILIGENCE DOCUMENTS
Those documents, reports and agreements related to the Property delivered, or otherwise made available, to Purchaser on or before the Effective Date.



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SCHEDULE 9.3.1
APPROVED NEW LEASES

PUUNENE LAND
JERSEY MIKE’S
HAWAII STATE FEDERAL CREDIT UNION
STARBUCKS
FORK & SALAD
LAULANI LAND & PAD G LAND
NONE
LAULANI LAND & PAD G LAND
NONE
HOKULEI LAND
TWO MOTHERS MONTESSORI




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SCHEDULE 9.3.6
PERMITTED ACTIONS
Amendment of the Safeway Inc. lease at the Hokulei Land to increase the “monthly rent” payable thereunder to $155,437.00 per month, effective no later than the Closing Date.

 


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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Hokulei Village, Lihue, HI
Laulani Village, Ewa Beach, HI
Pad G, Ewa Beach, HI
Puunene Shopping Center, Kahului, HI

This First Amendment to Purchase and Sale Agreement (this “ Agreement ”) is made and entered into as of the ___18th__ day of _____ _December__ __, 2017, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017 (“PSA”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and
WHEREAS , the parties hereto desire to amend the PSA as provided herein.
Agreement
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:
1. Due Diligence Period .  Under Section 8.1 of the PSA, the end of the Due Diligence Period shall be changed from 5:00 p.m., Hawaii-Aleutian Standard Time, on December 18, 2017, to 5:00 p.m., Hawaii-Aleutian Standard Time, on December 19, 2017.
2. Counterparts; Signatures .  This Agreement may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Agreement. Signatures to this Agreement transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Agreement.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Agreement as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Charles W. Loomis
Name: Charles W. Loomis
Title: Assistant Secretary
company

By: /s/ Jeff Pauker
Name: Jeffrey Pauker
Title: Vice President
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Hokulei Village, Lihue, HI
Laulani Village, Ewa Beach, HI
Pad G, Ewa Beach, HI
Puunene Shopping Center, Kahului, HI

This Second Amendment to Purchase and Sale Agreement (this “ Agreement ”) is made and entered into as of the __19__ day of __December____, 2017, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017, which was amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017 (collectively “PSA”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and
WHEREAS , the parties hereto desire to amend the PSA as provided herein.
Agreement
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:

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3. Due Diligence Period .  Under Section 8.1 of the PSA, the end of the Due Diligence Period shall be changed from 5:00 p.m., Hawaii-Aleutian Standard Time, on December 19, 2017, to 5:00 p.m., Hawaii-Aleutian Standard Time, on December 20, 2017.
4. Counterparts; Signatures .  This Agreement may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Agreement. Signatures to this Agreement transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Agreement.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Agreement as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Charles W. Loomis
Name: Charles W. Loomis
Title: Assistant Secretary
company

By: /s/ Jeff Pauker
Name: Jeffrey Pauker
Title: Vice President


THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Hokulei Village, Lihue, HI
Laulani Village, Ewa Beach, HI
Pad G, Ewa Beach, HI
Puunene Shopping Center, Kahului, HI

This Third Amendment to Purchase and Sale Agreement (this “ Agreement ”) is made and entered into as of the __20___ day of ___December____, 2017, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017, which was amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017 and Second Amendment to Purchase and Sale Agreement dated December 19, 2017 (as amended, the “ PSA ”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and
WHEREAS , the parties hereto desire to amend the PSA as provided herein.
Agreement
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:

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5. Due Diligence Period .  Under Section 8.1 of the PSA, the end of the Due Diligence Period shall be changed from 5:00 p.m., Hawaii-Aleutian Standard Time, on December 20, 2017, to 5:00 p.m., Hawaii-Aleutian Standard Time, on December 22, 2017.
6. Ratifications .  This Agreement, and all terms, provisions, conditions and exhibits contained in the PSA, are hereby ratified, and shall be deemed in full force and effect, except as specifically herein amended.
7. Counterparts; Signatures .  This Agreement may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Agreement. Signatures to this Agreement transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Agreement.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Agreement as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Jeff Pauker
Name: Jeff Pauker
Title:Vice President
company

By: /s/ Charlie Loomis
Name: Charlie Loomis
Title: Asst. Secretary

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Fifth Amendment to Purchase and Sale Agreement (this “ Amendment ”) is made and entered into as of December __28___, 2017, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017, as amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017, Second Amendment to Purchase and Sale Agreement dated December 19, 2017, Third Amendment to Purchase and Sale Agreement dated December 20, 2017, and Fourth Amendment to Purchase and Sale Agreement dated December 21, 2017 (as amended, the “ Agreement ”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and
WHEREAS , the parties hereto desire to amend the Agreement as provided herein to (a) address issues identified during the Due Diligence Period and (b) document certain commitments by Seller made to induce Purchaser to issue the partial Notice of Acceptance set forth below.
Agreement
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:

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8. Defined Terms .  All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement and Section references refer to Sections of the Agreement except as otherwise expressly provided.
9. Addition of Units H and K to the Hokulei Land . The description of the Hokulei Land set forth in Exhibit A-1 to the Agreement is deleted and replaced with the new Exhibit A-1 attached hereto.
10. Service Contracts . The agreed schedule of Service Contracts pursuant to Section 1.5 is attached hereto as Schedule 1.5 . Purchaser has elected to assume all of the Service Contracts at Closing.
11. Schedule of Intangibles . For avoidance of doubt, the Intangibles as defined in Section 1.6 shall include, without limitation, the warranties listed on Schedule 1.6 attached hereto, which shall be assigned to Purchaser at Closing by the General Assignment.
12. Other Agreements . The agreed schedule of Other Agreements pursuant to Section 1.7 is attached hereto as Schedule 1.7.
13. Excluded Property . Purchaser and Seller agree that the Excluded Property as defined in Section 1 shall also include the contracts listed on Schedule 1.8 attached hereto and all of Seller’s obligations thereunder (“ Excluded Contracts ”). Seller hereby indemnifies, protects, defends and holds Purchaser and the Purchaser Indemnified Parties harmless from and against any and all Losses that any or all of Purchaser or the Purchaser Indemnified Parties actually suffers and incurs as a result of claims asserted against them with respect to the Excluded Contracts. The Floor Amount shall not apply to Seller’s indemnification obligation under this paragraph.
14. Disapproved Title and Survey Exceptions For the Laulani, Pad G and Puunene Land . Prior to Closing Seller shall perform all of its commitments in Seller’s December 13, 2017, responses to Purchaser’s Notices of Disapproved Title and Survey Exceptions regarding the Laulani and Pad G Land and the Puunene Land, respectively; provided, however, Seller’s failure to do so shall not be a default hereunder or under the Agreement. Without limiting the effectiveness of the Notice of Acceptance provided by Purchaser hereunder with respect to the Laulani Land, the Pad G Land and the Puunene Land, and all of the other Property associated with each of the foregoing, solely with respect to such Property, the deadline for Purchaser to exercise its right to terminate the Agreement pursuant to Section 3.2 shall be January 5, 2018 and Section 3.2 shall otherwise remain unmodified.
15. Additional Credits to Purchaser . As an inducement to Purchaser to issue the partial Notice of Acceptance set forth below, Seller has agreed to provide Purchaser a credit against the Purchase Price in the amount of Five Hundred Three Thousand and No/100 Dollars ($503,000.00), which amount is net of an offsetting credit in the amount of $313,826.00 in favor of Seller for landlord work at Hokulei. The reduction in the Purchase Price at Closing under Section 2 shall include such credit. For the avoidance of doubt, after reducing the Purchase Price as contemplated in Section 8 of this Amendment and Section 2 , the credits accounting for such reductions shall no longer be applicable.
16. Partial Notice of Acceptance . Pursuant to Section 8.1 , and in consideration of and reliance on the commitments by Seller set forth in this Amendment, Purchaser hereby gives Notice of Acceptance with respect to the Laulani Land, the Pad G Land and the Puunene Land, and all of the other Property associated with each of the foregoing. Without limiting the generality of the foregoing, Seller shall indemnify Purchaser for the actual, documented Entitlement Costs (as hereinafter defined), up to a maximum amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “ Entitlement Costs Cap ”), incurred by Purchaser during the eighteen (18) month

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period commencing on the Closing Date solely with respect to the following matters and matters related thereto (collectively, “ Entitlement Compliance ”):
(a) submission to the Hawaii Land Use Commission (“ LUC ”) of the status report required under the LUC’s order approving the land use District Boundary Amendment for the Laulani Land, and receipt of confirmation from the LUC or its executive director that the Laulani Land is in compliance with all conditions on the LUC’s approval; and
(b) submission to the City & County of Honolulu Department of Planning & Permitting (“ DPP ”) of the status report required under the conditional zoning for the Laulani Land, and receipt of confirmation from DPP that the Laulani Land is in compliance with the conditions on its zoning (excluding only Condition No. 6’s requirement that a 12’ road widening easement along Fort Weaver Road be dedicated).
(c) written confirmation from appropriate governmental authorities that all off-site improvements required to be dedicated under the Amended & Restated Infrastructure Plan on title to the Laulani Land are acceptable for dedication.
(d) with respect to the Hokulei Land, dedication of Lots 1546-H and 1546-K by dedication deed to the County of Kauai, Hawaii as contemplated by the subdivision map approved by the Land Court of the State of Hawaii with respect to Land Court Application 1087 (amended).
(e) dedication of Lot 1516 Kolopa Street Extension as shown on Map 122 of Land Court Application 1087 (amended), by dedication deed to the County of Kauai, Hawaii.
Purchaser shall provide Seller with a reasonable estimate of the Entitlement Costs within the twelve (12) month period commencing on the Closing Date (the “ Estimated Entitlement Costs ”). Notwithstanding anything to the contrary contained in the Agreement, Seller and Purchaser agree that the Estimated Entitlement Costs, up to the Entitlement Costs Cap, not indemnified by Seller pursuant to and in accordance with Section 9 of this Amendment on or before expiration of the Survival Period, if any (“ Entitlement Holdback Amount ”), shall remain in the Holdback Account for the six (6) month period commencing on the expiration of the Survival Period (“ Entitlement Holdback Period ”). The foregoing shall not limit the release of the portion of the Holdback Amount in excess of the Entitlement Holdback Amount in accordance with the Agreement at expiration of the Survival Period. The Entitlement Holdback Amount shall be held and released in accordance with Section 10.1 of the Agreement, except that the deadline for release of the Entitlement Holdback Amount shall be the expiration of the Entitlement Holdback Period, not expiration of the Survival Period.
As a condition precedent to Seller’s obligation to indemnify Purchaser under Section 9 of this Amendment, within forty-five (45) days of incurring Entitlement Compliance Entitlement Costs, Purchaser shall deliver to Seller the following related thereto: invoices, W-9, documentation reasonably satisfactory to Seller demonstrating that such costs are required by a governmental authority related to the applicable Entitlement Compliance matter, and any other evidence reasonably required by Seller with respect to evidencing the Entitlement Costs incurred by Purchaser for which Purchaser seeks indemnification from Seller pursuant to Section 9 of this Amendment (the “ Supporting Information ”). If Purchaser fails to timely deliver the Supporting Information, it shall be deemed to have waived its right to indemnification related to such Entitlement Costs and any other rights or remedies it may have under this Amendment and the Agreement related thereto. Purchaser acknowledges and agrees that, notwithstanding anything to the contrary contained herein or in the Agreement, Seller’s indemnification obligation under and in accordance with Section 9 of

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this Amendment shall be Seller’s sole obligation to Purchaser with respect to Entitlement Compliance, and Purchaser hereby waives any other Losses Purchaser or Purchaser Indemnified Parties suffers and incurs as a result of Entitlement Compliance. For purposes of Section 9 of this Amendment, “ Entitlement Costs ” shall mean solely the aggregate sums, up to the Entitlement Costs Cap, of physical improvements to the Property performed by any contractor, subcontractors and other material suppliers for labor and materials in connection with Entitlement Compliance provided that in all instances such costs are required by governmental authorities with respect to Entitlement Compliance, including but not limited to, contractor costs, and site work, and, solely to the extent directly related to the physical improvements required by governmental authorities with respect to Entitlement Compliance, “soft costs,” such as inspections, architecture and engineering fees and permit costs. In no event shall Entitlement Costs (including, without limitation, any “soft costs” related thereto) include marketing costs, entitlement/permit consulting or expediter fees, or legal, court and/or attorney fees. Purchaser’s Notice of Acceptance specifically excludes the Hokulei Land and the other Property associated therewith, which shall be subject to Section 10 of this Amendment.
17. Limited Extension of Due Diligence Period . The Due Diligence Period is extended, with respect to the Hokulei Land and the other Property associated with it until 5:00 p.m., Hawaii-Aleutian Standard Time, on January 5, 2018. As soon as reasonably possible Seller shall deliver to Purchaser (a) an updated Preliminary Title Commitment and Survey for the Hokulei Land, including the lots added thereto by this Amendment, (b) final drafts of all additional documents affecting the Hokulei Land that Seller proposes to record prior to or in connection with Closing, and (c) any other new agreements regarding the Hokulei Land, if any, that would be binding on Purchaser after Closing. Prior to the end of the extended Due Diligence Period Seller and Purchaser shall endeavor to enter into an amendment of the Agreement that shall (i) identify other agreements, if any, that Purchaser shall assume or be bound by at Closing with respect to the Hokulei Land, (ii) amend Schedule 4.1(n) to identify any additional declarations, easements or other agreements pertaining to the Hokulei Land to be assigned to Purchaser at Closing, (iii) identify the Counterparty Estoppel Certificates relating to the Hokulei Land, delivery of which will be conditions precedent to Closing to the extent required under Section 8.3 , (iv) define the terms and conditions of any “gap closing” or “bulk closing” required to accommodate Seller’s proposed recordings at Closing, and (v) such other terms pertaining to the Hokulei Land as Purchaser may require. The failure of Seller and Purchaser to enter into such an amendment prior to the end of the extended Due Diligence Period shall not be a default by Seller hereunder or under the Agreement. If a “bulk closing” is required and, as a result, Purchaser is required to deposit the balance of the Purchase Price more than two business days before Closing, Purchaser shall be entitled to a credit at Closing in an amount equal to $26,250 for each additional calendar day the full Purchase Price is held in escrow, provided that such credit shall not exceed a total of $262,500. If during the extended Due Diligence Period the parties reach agreement on such an amendment (or Purchaser waives such requirement) and Purchaser determines (in its sole and absolute discretion) that it is otherwise satisfied with Hokulei Land’s title, then prior to the end of the extended Due Diligence Period Purchaser may give Seller Notice of Acceptance with respect to the Hokulei Land, whereupon the parties shall proceed to close this transaction, on and subject to the terms and conditions of

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the Agreement, as amended hereby. If Purchaser does not give Seller Notice of Acceptance regarding the Hokulei Land prior to the end of the extended Due Diligence Period, Purchaser shall be deemed to have terminated this Agreement, whereupon Escrow Agent shall promptly refund the Earnest Money to Purchaser, and neither party shall have any further rights or obligations under this Agreement or the ROE except those which expressly survive termination of this Agreement or the ROE. Notwithstanding the extension of Due Diligence as described in Section 10 of this Amendment, Purchaser shall deliver the Additional Earnest Money under Section 2.1 to Escrow Holder no later than January 2, 2018. For avoidance of doubt, this limited extension of the Due Diligence Period shall not be deemed to extend the now-expired deadlines for Seller to enter into New Leases, Service Contracts or Property Agreements without Purchaser’s consent under Sections 9.3.1, 9.3.2 and 9.3.5 , respectively. Subject to Purchaser’s right to review and approve agreements related thereto in accordance with the Agreement, Purchaser confirms that it approves the plan related to Section 8.8 of the Agreement (as amended by this Amendment), as outlined on Schedule 8.8 , and Seller and Purchaser shall use commercially reasonable efforts to finalize the agreements described on Schedule 8.8 prior to 5:00 p.m., Hawaii-Aleutian Standard Time, on January 5, 2018.
18. Termination of Hokulei CPR . Section 8.8 of the Agreement is hereby amended and restated as follows: “Purchaser’s obligation to close is contingent on recording by Closing of the documents necessary to (i) terminate the existing condominium affecting the Hokulei Land, and (ii) vest fee simple title in Lots 1546-A through 1546-F, and Lot 1546-H and Lot 1546-K, as shown on Map 201, filed with Land Court Application 1087 in the Hokulei Seller.”
19. Additional Conditions Precedent to Closing . The following new subsections are added to Section 8 :
8.12.      Puunene Punch List Completion . Seller shall have prior to Closing completed or caused to be completed the work listed on Schedule 8.12 attached hereto, or delivered to Purchaser a revised punch list including such work acknowledged by Contractor as to be completed under the existing scope of its contracts or otherwise at no cost in excess of the amounts of its contracts.
8.13.      Puunene Petco Lease Amendment . Seller shall have delivered a fully-executed amendment to Petco’s lease that attaches missing Exhibits D & E, defines the “commencement date” for purposes of the lease, and confirms there is no rent reset based on measured size of the building.

8.14      Safeway Hokulei Lease Amendment and Waiver . (a) Seller and Safeway Inc. shall have (a) executed a lease amendment acceptable to Purchaser amending the “monthly rent” payable under Safeway Inc.’s lease effective prior to Closing, and (b) Seller shall have received acknowledgement from Safeway waiving any lease violation arising from Seller’s lease to Domino’s Pizza. If the monthly rent under such amendment is less than $155,437.00 per month, a credit shall be added to Schedule 2.2 in an amount equal to a 5% cap rate on the negative variance; provided, however, if no such amendment is entered into prior to Closing, Purchaser shall not receive a credit related thereto.


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8.15      Laulani McDonalds Estoppel Certificate . Seller shall have received an estoppel certificate from McDonalds at the Laulani Land certifying without exception Seller’s compliance with its obligations under McDonalds’ lease.
20. Additional Seller Covenants . The following new subsections are added to Section 9.3 :
9.3.7      Warranty Assignments . Seller shall use commercially reasonably efforts to secure any consents or approvals required for the assignment to Purchaser of the warranties listed on Schedule 1.6, at Seller’s expense. This commitment shall survive Closing.
9.3.8      Deide Hokulei Completion . Seller shall cause the lien-free completion of the ongoing landlord’s work at Hokulei Suites 40-409, 509-510 & 523. This commitment shall survive Closing.

21. Intentionally Omitted .
22. Approval of Construction Counterparty Estoppel Certificates . Seller confirms that it has approved Purchaser’s proposed Counterparty Estoppel Certificates submitted pursuant to Section 8.3 with respect to the Laulani Land and the Puunene Land, and Purchaser’s proposed Construction Counterparty Estoppel Certificates submitted pursuant to Section 8.4 with Maryl Construction and MGA. Purchaser waives the requirement under Section 8.4 that Seller deliver Construction Counterparty Estoppel Certificates under Section 8.4 from the counterparties listed on Schedule 1.7 other than Maryl Construction and MGA.
23. Loan Assumption . Purchaser and Seller agree that if the fees and costs owing to the Lender by Purchaser in connection with the Loan Assumption pursuant to Section 11.20 exceed $100,000.00, Purchaser may, except as set forth herein, elect to terminate the Agreement, whereupon the Earnest Money shall be returned to Purchaser and neither party shall have any further obligations under this Agreement except for obligations that expressly survive termination; provided, however, (i) such right to terminate shall not apply if Purchaser attempts to renegotiate the terms and conditions of the Loan Documents or otherwise attempts to assume the Loan Documents on anything other than an “as-is” basis; and (ii) in the event Purchaser elects to exercise such option to terminate the Agreement in accordance with Section 16 of this Amendment, Seller shall have the right, but not the obligation, to override such election by electing to pay such amounts in excess of $100,000 at Closing in which event Purchaser’s election to terminate the Agreement shall be of no force and effect and the Earnest Money shall continue to be held by Escrow Agent in accordance with the Agreement. Purchaser and Seller shall use commercially reasonable efforts in negotiating with Lender to minimize applicable fees and costs.
24. Further Assurances . Upon Purchaser’s request after Closing, Seller agrees to, at no material cost or liability to Seller, take such actions as are reasonably necessary or convenient to implement or complete the assignment or transfer of the Property to Purchaser, to transfer to Purchaser any other permits, rights, agreements or other property incidental to the ownership or operation of the Property that are identified after Closing, and/or to effectuate the purpose and intent of the Agreement.
25. Attachments . The following schedules and exhibits attached to this Amendment are incorporated herein and in the Agreement by this reference:
Amended Exhibit A-1 - Description of the Hokulei Land

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Schedule 1.5 - Service Contracts
Schedule 1.6 - Warranties
Schedule 1.7 - Other Agreements
Schedule 1.8 - Excluded Contracts
Schedule 8.8 - Termination of Hokulei CPR
Schedule 8.12 - Puunene Punch List

26. Ratifications .  The Agreement, and all terms, provisions, conditions and exhibits contained in the Agreement, are hereby ratified, and shall be deemed in full force and effect, except as specifically herein amended.
27. Counterparts; Signatures .  This Agreement may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Agreement. Signatures to this Agreement transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Agreement.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Agreement as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Jeff Pauker
Name: Jeff Pauker
Title:Vice President, Investments
company

By: /s/ Rick Stack
Name: Rick Stack
Title: Senior Vice President

Amended Exhibit A-1-3
1408640.v8
Amended Exhibit A-1-1
1408640.v8
Amended Exhibit A-1
Description of the Hokulei Land

FIRST:-
UNITS A, B, C, D, E, F, H and K listed in Exhibit "B-1" of the Condominium Project known as "HOKULEI VILLAGE" as established by Declaration of Condominium Property Regime dated December 11, 2014 filed in the Office of the Assistant Registrar of the Land Court of the State of Hawaii as Land Court Document No. T- 9111280 and as shown on Condominium Map No. 2267, filed in said Office, and any amendments thereto.
Together with those easements appurtenant to said Unit as established by and described in the Declaration, which may including the following:
(A)
Exclusive easement(s) to use the limited common elements of the Project which are described in said Declaration as being appurtenant to the Unit, if any.
(B)
Non-exclusive easements in the common elements, including the limited common elements, if any, and in the Project, designed for such purposes as ingress to , egress from, utility services for and support, and as necessary, for the maintenance and repair of the Unit; in the other common elements for use according to their respective purposes, subject always to the exclusive use of the limited common elements as provided in the Declaration; subject to the provision of Section 514B-38 of the Act.
(C)
In the case of encroachments by the Unit upon the common elements or upon any other unit, a valid easement for such encroachment and the maintenance thereof, so long as it continues, shall exist. In the event that a unit shall be partially or totally destroyed and the rebuilt, or in the event of any shifting, settlement or movement of any part of the Project, encroachments of any part of the common elements, units

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or limited common elements due to such construction, shifting, settlement or movement shall be permitted, and valid easements for such encroachments and the maintenance there of shall exist for so long as such encroachment continues.
Excepting and reserving and subject to all easements as provided in the Declaration, including, but not limited to, (i) easements for encroachments appurtenant to other units or the common elements as they arise in the manner set forth above, now or hereafter existing thereon, (ii) easements for access to the Unit or any limited common appurtenant thereto from time to time during reasonable hours as may be appropriate for the operation or maintenance of the Project or, without notice, at any time for (a) making emergency repairs therein necessary to prevents damage to any unit or common element, (b) abating any nuisance or any dangerous, unauthorized, prohibited or unlawful activity, (c) protecting the property rights of any owner, or (d) preventing death or serious bodily injury to any owner or other occupant therein, and (iii) easements necessary to complete the Project, for noise and dust, to conduct sales activities upon the Project, and to subdivide or consolidate units of the Project, all as provided in the Declaration.
-SECOND:-
Undivided 61.95% fee simple interests in all common elements of the Project as established by the Declaration, including the land described in said Declaration, or such other interest as hereafter established for the Unit by any amendment of the Declaration, as tenant in common with the holders of other undivided interests in and to said common elements.
The land upon which said Condominium Project "HOKULEI VILLAGE" is located is described as follows:
All of that certain parcel of land situate at Lihue, District of Puna, Island and County of Kauai, State of Hawaii, described as follows:
LOT 1546, area 22.818 acres, more or less, as shown on Map 141, filed in the Office of the Assistant Registrar of the Land Court of the State of Hawaii with Land Court Application 1087 (amended) of Grove Farm Company, Limited;
Together with access over Lot 1542 to Kaumualii Highway, a public road, as set forth by Land Court Order No. 131986 , filed July 8, 1998.
Together also with vehicle access rights over and across Boundary 27 as granted by EXCHANGE OF VEHICLE ACCESS RIGHTS dated September 23, 2010, filed as Document No. 4010164 ; being more particularly described therein and subject to the terms and provisions contained therein.
Together also with a non-exclusive easement for access and underground utility purposes, as granted by GRANT OF EASEMENT KOLOPA STREET EXTENSION (Vehicular Access and Utilities) dated April 26, 2013, filed as Land Court Document No. T- 8527332 ;

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subject to the terms and provisions contained therein.
Being land(s) described in Transfer Certificate of Title No. 1,090,432 issued to HOKULEI VILLAGE LLC, a Delaware limited liability company.
BEING THE PREMISES ACQUIRED BY LIMITED WARRANTY DEED AND TRANSFER OF DEVELOPER RIGHTS
GRANTOR :      PROPERTY DEVELOPMENT CENTERS LLC, a Delaware limited liability company

GRANTEE :      HOKULEI VILLAGE LLC, a Delaware limited liability company

DATED :      December 23, 2014

FILED :      Land Court Document No. T- 9132040

Schedule 1.5-2
1408640.v8
Schedule 1.5-1
1408640.v8
Schedule 1.5
Service Contracts

Puunene Land:
1.
Service Contract, dated 11/2/2016 by and between Terramar Retail Centers, LLC and Simplex Grinell
2.
Service Contract, dated 5/31/2017 by and between Terramar Retail Centers, LLC and The Terminix International Company
3.
Service Contract, dated 10/25/2016 by and between Puunene Seller and Delta Executive Security Hawaii, LLC
4.
Service Contract, dated 8/23/2017 by and between Terramar Retail Centers, LLC and Landscape Hawaii Inc.
5.
Service Contract, dated 9/5/2017 by and between Terramar Retail Centers, LLC and Maui Disposal Company Inc.
6.
Service Contract, dated 8/27/2015 by and between Terramar Retail Centers, LLC and PWC Hawaii Corporation
7.
Service Contract, dated 10/25/2016 by and between Puunene Seller and PWC Hawaii Corporation
8.
Service Contract, dated 8/30/2017 by and between Terramar Retail Centers, LLC and Pural Water Specialty Co Inc.
9.
Service Contract, dated November 8, 2017 by and between Terramar Retail Centers, LLC and P.W.C. Hawaii Corporation.

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Laulani Land:
1.
Service Contract, dated 4/21/2017 by and between Laulani Seller and Affordable Locksmith and Son LLC
2.
Service Contract, dated 3/13/2017 by and between Laulani Seller and ALCAL Specialty Contracting Inc.
3.
Service Contract, dated 8/26/2016 by and between Laulani Seller and Commercial Plumbing Inc.
4.
Service Contract, dated 6/21/2016, as amended by Amendment No. 1 to Service Contract 154347, dated 7/25/2017 and as amended by Amendment No. 2 to Service Contract 15347, dated 9/7/2017 by and between Laulani Seller and Conservice LLC
5.
Service Contract, dated 1/30/2015 by and between Laulani Seller and DC Asphalt Services Inc.
6.
Service Contract, dated 5/15/2017 by and between Laulani Seller and HBM Acquisitions LLC
7.
Service Contract, dated 5/10/2017 by and between Laulani Seller and Honolulu Fire Protection, LLC
8.
Service Contract, dated 10/4/2016, as amended by Amendment No. 1 to Service Contract 167739, dated 8/15/2017 by and between Laulani Seller and Horizon Media LLC
9.
Service Contract, dated 3/16/2017 by and between Laulani Seller and Island Signal and Sound Inc
10.
Service Contract, dated 4/10/2014 by and between Laulani Seller and Landscape Hawaii Inc.
11.
Service Contract, dated 12/26/2014 by and between Laulani Seller and Pacific Biodiesel Logistics, LLC
12.
Service Contract, dated 4/12/2017 by and between Laulani Seller and Securitas Security Services USA Inc.
13.
Request for Services, dated 2/8/2013 by and between Property Development Centers, LLC, and its successors and assigns, and Sentinel Silent Alarm Company Inc, and its assignees
14.
Service Contract, dated 4/10/2014 by and between Laulani Seller and Solid Towing LLC
15.
Service Contract, dated 5/30/2014, as amended by Amendment No. 1 to Service Contract 63618, dated 11/30/2015 by and between Laulani Seller and Thyssenkrupp Elevator Inc.
16.
Service Contract, dated 11/15/2016 by and between Laulani Seller and TSM Enterprises Inc.
17.
Service Contract, dated 9/30/2013 by and between Property Development Centers LLC, and its assignees, and Orkin Exterminating Company Inc.
18.
Service Contract, dated 7/9/2013, as amended by Amendment No. 1 to Service Contract 25239, dated 7/18/2013 by and between by and between Property Development Centers, LLC, and its assignees, and Honolulu Disposal Services Inc.
19.
Service Contract, dated 8/17/2017 by and between Laulani Seller and Alii Glass and Metal Inc.
20.
Service Contract, effective 1/1/2018 by and between Terramar Retail Centers, LLC and Alert Alarm Installation Monitoring Agreement.


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Hokulei Land:
1.
Service Contract, dated 6/7/2017 by and between Terramar Retail Centers, LLC and Mokihana Pest Control Inc.
2.
Service Contract, dated 6/7/2017 by and between Terramar Retail Centers, LLC and In Control Inc.
3.
Service Contract, dated September 1, 2017 by and between Terramar Retail Centers, LLC and Kauai Grease Trap, Inc.
Pad G Land:
None.
Schedule 1.6-7     
1408640.v8
Schedule 1.6-1
1408640.v8
Schedule 1.6
Warranties


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Hokulei Warranties
Box Folder
Assignment
Roof - Safeway
Sika Corporation - 8.13.15 for 20 years ( also a letter reinstating the warranty as of 10.12.16)
03 Ops/ Building/ Warranties
This warranty may be transferred to a subsequent Owner of the Building if approved in advance and in writing by Sika Corporation and the cost to process the transfer and to inspect and repair the Sika Corporation Roofing System, if necessary, such as but not limited to, removal and replacement of overburden, shall be the Owner's responsibility.
Bldg. 4,5 - A/C
Trane, Greenheck, & HVAC Guard Coil, - (P. 62) June16, 2015 Project Acceptance
03 Ops/ Building/ Warranties
Warranty cannot be transferred in name or location without explicit written consent
Trane
Kauai Air Conditioning & Refrigeration
 
Bldg. 4,5,6 Metal Roofing
Custom-Bilt Metals (P.9) June 6, 2015
03 Ops/Building/ Warranties/Shell Closeouts folder
Condition No. 2 states Warranty not assignable. Seller shall make reasonable efforts to cause the warrantor to delete or waive that Condition.
Beachside Roofing
 
Bldg. 4,5,6 Thermoplastic Roof Membrane
Carlisle Golden Seal Total Roofing System April 24, 2015
Same as above
Transferrable with inspection and transfer fee (Condition No. 11)
Beachside Roofing
 
Aluminum Storefront
Trulite Glass & Aluminum Solutions (estimating June-August 2015)
Same as above
Not transferable. Seller shall make reasonable efforts to cause the warrantor to delete or waive that restriction.
Glass Bldg. 4,5,6
 
Mailboxes
AF Florence Manufacturing (estimating June-August 2015)
Same as above
No restriction on transfers
Emergency Fixtures & Lighting
Acuity Brands Lighting, Inc. d/b/a Lithonia Lighting (P.458) June 23, 2015
Same as above
Not transferable. Seller shall make reasonable efforts to cause the warrantor to delete or waive that restriction.
Electricians, Inc.
 


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Puunene Warranties
Box Folder
Assignment
Bldg. 4,5,12
Firestone Building Products October 3, 2016
03 Ops/Building/
Transferrable with payment of transfer fee
PVDF Coating Bldg, 4,5,12
B & C Industries / B&C Awnings, Inc. October 12, 2016
Same as above
Not transferrable. Seller shall make reasonable efforts to cause the warrantor to delete or waive that restriction.
Soil Treatment Termite Control
Bowman Termite & Pest Management October 12, 2016
Same as above/ Puunene Closeout Binder
No restriction on transfers


 
Laulani Warranties
Box Folder
Assignment
LV Roof
Carlisle Golden Seal Total Roofing System October 11, 2012
03 Ops/Building/
Application may be made by a new building owner for reissuance of the warranty during the original warranty period. Certain procedures including, but not limited to, an inspection of the Roofing System by a Carlisle representative and fees will apply to any reissuance.
(All Roofs)
Warranties
 
Metal Roof Bldg. E,M,N
Hawaii Metal Roofing November 20, 2012
Same as above
No restriction on transfers
Finish Hardware Bldg. B,C,D,E,F Shell
Island Pacific Distributors November 20, 2012
Same as above
No restriction on transfers
Ross, Petco & City Mill
Bobrick May 11, 2012
Same as above
No restriction on transfers
Toilet Accessories
 
Petco
InPro Corporation May 11, 2012
Same as above
No restriction on transfers
Door & Wall Protection
 
Petco
Armstrong August 2011
Same as above
No restriction on transfers
Ceiling
 
Panels
 
Petco
Armstrong June 2011
Same as above
No restriction on transfers
Commercial Suspension System
 
Ross Ceiling Grid & Panels
Armstrong August 2011
Same as above
No restriction on transfers


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Amended Schedule 1.7-1
1408640.v8
Amended Schedule 1.7
Other Agreements

Construction Related

1.
That certain AIA Document A102 - 2007 Standard Form of Agreement Between Owner and Contractor, as modified by the parties, by and between Puunene Seller, as owner, and Maryl Group Construction, Inc., as contractor, dated January 11, 2017, including all attachments, exhibits and amendments thereto, concerning the development of the Puunene Shopping Center.
2.
That certain AIA Document A102 - 2007 Standard Form of Agreement Between Owner and Contractor, as modified by the parties, by and between Puunene Seller, as owner, and Maryl Group Construction, Inc., as contractor, dated November 14, 2017, including all attachments, exhibits and amendments thereto, concerning tenant improvement work for Ulta Salon Cosmetics & Fragrance, Inc.
3.
That certain AIA Document A102 - 2007 Standard Form of Agreement Between Owner and Contractor, as modified by the parties, by and between Puunene Seller, as owner, and Maryl Group Construction, Inc., as contractor, dated March 16, 2016, including all attachments, exhibits and amendments thereto, concerning the development of the Puunene Shopping Center.
4.
That certain AIA Document B101 - 2007 Standard Form of Agreement Between Owner and Architect, as modified by the parties, by and between Puunene Seller, as owner, and MGA Architecture, as architect, dated March 18, 2016, including all attachments, exhibits and amendments thereto, concerning the design of the Puunene Shopping Center .
5.
TRC Contract between Geolabs and Puunene Seller dated April 26, 2016.
6.
TRC Contract between American Water and Puunene Seller dated June 15, 2016.
7.
Purchase Order Contract between Forms + Surfaces and Puunene Shopping Seller dated May 11, 2017.

Others :

1.
The rights of Hokulei Seller under Section 15.24 of that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated December 9, 2014 with American Savings Bank, F.S.B., as referenced in Section 3 of that certain Memorandum of Agreements dated January 26, 2015 (Document No. T-9156038)


Schedule 1.8-1
1408640.v8
Schedule 1.8
Excluded Contracts

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1.
Listing Agreement dated September 10, 2013, with Jones Lang LaSalle Americas, Inc., as amended.

2.
Amended & Restated Purchase and Sale Agreement dated April 19, 2013, with Grove Farm Properties, Inc., as amended

3.
That certain AIA Document A102 - 2007 Standard Form of Agreement Between Owner and Contractor, by and between Puunene Seller, as owner, and Diede Construction, Inc., as contractor, dated August 24, 2017, including all attachments, exhibits and amendments thereto, concerning Hokulei Suites 408-409, 411, 412 & 414, 509-510 & 523.
Amended Schedule 8.8-9     
1408640.v8
Schedule 8.8
1408640.v8
Schedule 8.8
Termination of Hokulei CPR

Hokulei Village - Checklist
Withdrawal from CPR and Phase 2 Reconveyance
As of December 26, 2017
HV - Hokulei Village LLC
GF - Grove Farm Properties, Inc.
ASB - American Savings Bank, F.S.B.
SD - Saturn Development LLC (formerly Property Development Centers LLC)
BFKN - Barack Ferrazzano Kirschbaum & Nagelberg (Chuck Picton, Justin Podjasek)
SML- Sullivan Meheula Lee (Terry Lee, Lynn Petry, Jennifer Baricaua [paralegal])
CLP - Case Lombardi Pettit (Dennis Lombardi, Dave Brittin)
CS - Cades Schutte (Rick Kiefer, Lisa Ayabe)
TG - Title Guaranty of Hawaii (Philip Gartland)
WSUE - Warren S. Unemori Engineering, Inc. (Clifford Mukai, Darren Okimoto)
CP - Chuck Picton
JP - Justin Podjasek
TL - Terry Lee
LP - Lynn Petry
JB - Jennifer Baricaua
DL - Dennis Lombardi
DB - Dave Brittin
GN - Galen Nakamura
RK - Rick Kiefer
LA - Lisa Ayabe
CM - Clifford Mukai
DO - Darren Okimoto
PG - Philip Gartland


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Instrument
Responsible Party
Comments
 
RECONVEYANCE CLOSING 12/22/2017
 
Unit J and Unit L Deed to Grove Farm.

Conveyance Tax Form
SML
Recorded  12/22/17; Doc. No. T-10217503; Issuance of CT 1,149,177
 
Allocation of Housing Agreement obligations
 
Recorded  12/22/17; Doc. No. T-10217504
**Parties to amend legal descriptions after removal of units from CPR (see item 20)
 
Grant of Easement for Roundabout
SML
HV original received

Form attached to ARPSA. TL submitted draft to DB, DL, RK and LA on 12/9. Minor edits by DB on 12/13. Revised draft sent to RK 12/15; RK comments received 12/16. Revised draft approved by RK 12/19; sent to DB 12/19 and approved 12/20.
TG indicates recordation must wait until condo amended unless all unit owners join. GFP concurs.
**GFP to provide Insurance Certificate for $2M CGL
 
TG Form D (tenant leases; parties in possession)
 
Hokulei original delivered to DB, copy to TG
 
TG Form B (construction, covenants, subdivision matters)
 
Hokulei original delivered to DB, copy to TG
 
FIRPTA
 
Terramar original delivered to DB; copy to TG
 
HARPTA
 
Terramar original delivered to DB; copy to TG
**
CANCELLATION OF PHASE 2 MOA AND ASSIGNMENT OF RIGHTS
 
Petition re PDC name change
SML
Petition drafted by TL. Certified copy of name change from Delaware Secretary of State received and Petition submitted to Land Court 12/12. In process but unlikely to be approved by the Land Court in time for the 12/18 Reconveyance Closing. We believe Items 2 & 3 can be recorded at any time after the Petition is approved by the Land Court.

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Assignment and Assumption of Amended and Restated Phase 2 MOA (SD to HV)
SML
HV original received
SD originals received (3)

TL revising per RK comments. Revised draft resubmitted to RK on 12/7. RK approved on 12/10 and requested PG approval.

DB believe this needs to be an assignment of rights under the PSA so that HV may also deliver the Assignment of Rights.

TL disagrees since PDC assigned to HV on 12/23/2014 the rights to be quitclaim assigned to GF (copy provided to GF on 12/11).
Revised draft sent to RK 12/15.
 
Cancellation of Phase 2 MOA
SML
HV original received

See comments to 2. Draft sent to RK on 12/5. Revised draft sent to RK 12/15.
 
Assignment of Rights re Class IV permit rights, etc. as to Phase 2 (HV to GF) (unrecorded)
CLP
GF original received
HV original delivered to DB

Draft sent to TL on 12/11/17 and TL approved on 12/11. TL sent draft to RK on 12/11, revised by DB to correct legal description 12.13, revision sent to RK 12/14. Required per Amended Phase 2 MOA Section 5.2.4(g). DB requests delivery at Reconveyance Closing.
 
Phase 2 Reconveyance Agreement (unrecorded)
 
GF original received
HK copy delivered to DB

Revised draft w/exhibits sent to RK 12/20; final draft circulated to all parties 12/22; okay to record 12/22 per LA
 
HV-A&B CLOSING (scheduled for January 18, 2018)
 
Release of BoA Mortgage
 
HV to handle

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Amendment of CPR Declaration removing Units A-G, H and K  
CLP
DB drafting. Hope to have draft by 12/14.
 
Amended Condo Map
WSUE
WSUE draft received 12/7 and TL requested that WSUE delete Easement 164, which was done and received by TL on 12/8. TL circulated draft to DB, DL, RK and LA on 12/9.
 
Assignment of Declarant Rights under CPR Declaration (HV to GF)
CLP/SML
DB drafted, TL revised and resubmitted to DB on 12/7. DB revised draft submitted to TL on 12/12, revised by LP on 12/13; revised by DB 12/14. Sent to RK 12/20 with Reconveyance Agreement
 
Amendment of CPR By-Laws
CLP
DB drafting.

CLP-We suggest holding off on the amendment to Bylaws for now, as GF may amend and restate the Dec and Bylaws shortly after removal of Phase 1
 
REA
 
DB, TL and ASB approved. RK reviewing. RK: CPR Should be subordinated to this.

CLP-in lieu of a subordination (which has not been approved by GF at this time), we suggest adding a sentence to the REA and RA to the effect that if the CPR is terminated, then the covenants will burden the fee simple interest in Phase 2.
 
Subordination Agreement (REA & ECR) - Petco
CS/SML
LA drafted and submitted to TL/LP for review on 12/14.
 
Subordination Agreement (REA & ECR) - Walgreen
CS/SML
LA drafted and submitted to TL/LP for review on 12/14.
 
RA
 
DB, TL and ASB approved. RK reviewing. RK: CPR Should be subordinated to this. CLP has same position as for REA.
 
Assignment of Declarant Rights under Declaration of Easements (Phase 1) (SD to HV)
SML
TL revised per RK comments and resubmitted to RK on 12/7. RK approved on 12/10 and requested PG approval.
 
Termination and Release of Declaration of Easements (Phase 1) (SD and ASB)
SML
TL revised per RK comments and resubmitted to RK on 12/7. RK approved on 12/10 and requested PG approval.
 
Termination and Release of Reservation of Rights in ASB Unit Deed
SML
TL drafted and submitted to RK on 12/9. RK commented on 12/10 and TL revised draft and resubmitted to RK on 12/10. RK and PG believes release must be as to all Lots except 1546-G. LP to circulate revised draft 12/27.

CLP-please provide us a copy to review.

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Termination and Release of Reservation of Rights in GF Unit Deed
SML
TL/LP to draft and submit to RK, if needed. DB prefers to address in Assignment of Declarant Rights under CPR Declaration (HV to GF).

Update 12/14: TG believes release of all Lots except 1546-J and L may be needed; LP to circulate revised draft by 12/27.

CLP-please provide us a copy to review.
 
Amendment of MOA (ASB) to reflect conversion of Units to Lots
SML
TL/LP drafting. TL/LP will complete draft and submit to RK by 12/27.
 
Amendment of Allocation of Housing Agreement obligations to reflect conversion of Units to Lots
SML
TL/LP drafting
 
Quitclaim deed from HV to ASB re Lot 1546-G
 
TL, DB and ASB approved. RK reviewing.
 
Quitclaim deed from ASB to HV re Lots 1546 A-F, H and K
 
TL, DB and ASB approved. RK reviewing.
 
Quitclaim deed from GF to HV re Lots 1546 A-F, H and K
SML
TL/LP drafting based on form of 21 and 22 and will submit to RK and DB/DL w/i two days of RK approval (assuming RK approves 21 and 22).
 
Quitclaim deed from HV to GF re Lots 1546-J & -L
SML
TL/LP drafting based on form of 21 and 22 and will submit to RK and DB/DL w/i two days of RK approval (assuming RK approves 21 and 22).
 
Quitclaim from ASB to GF re Lots 1546-J & -L
SML
TL/LP drafting based on form of 21 and 22 and will submit to RK, DB/DL and ASB w/i two days of RK approval (assuming RK approves 21 and 22).
 
Quitclaim Deed from GF to ASB re Lot 1546-G
SML
TL/LP drafting based on form of 21 and 22 and will submit to RK, DB/DL and ASB w/i two days of RK approval (assuming RK approves 21 and 22).
 
Declaration of ECR (form drafted but needs to be updated) 
SML
TL/LP to update and submit draft to RK by 12/27. RK: If this involves Phase 2 the CPR should be subordinated to this. TL: not necessary as this only encumbers Phase 1.
 
Amendment to Safeway Memo of Lease re “conversion” of Unit A to Lot 1546-A
SML
TL/LP to draft and submit draft to RK by 12/27
 
Limited Warranty Deed from HV to A&B designee of Lots 1546-A to F
CS/BKFN
RK and BKFN handling
 
Assignment of Rights re Class IV permit rights, etc. as to Phase 1 (HV to A&B)
SML
TL/LP drafting based on form of 4 above, minus ARPSA references, per RK comments
 
Of-record assignments of any of HV’s rights that are of-record (recorded lease, HV’s rights under the Declaration of ECR, HV’s ROFO from ASB, etc.
 
Pending RK review of ARPSA
 
LOOSE ENDS

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Grant of Easement to Gas Company
SML
GN revising final draft of grant of easement from Gasco (which is a blanket easement over Phase 1) to add ASB as signatory. ASB confirmed on 12/11 that it will sign.
 
Storm Water Retention Chamber Agreement
SML
Draft provided to the County DPW on November 10, 2017, and is undergoing County review. 
 
Recordation of various KDOW easements, conveyance of water facilities and other instruments in LC system
SML
The various required project documents required by the County's Dept of Water were only recorded in the Regular System presumably due to KDOW’s inadvertence.  We've informed DOW of this oversight and are assisting it in correcting it.
 
Landscaping Agreement
SML
Draft of this agreement was submitted to County Attorney on September 12, 2017 and is under review.   HV continues to maintain this landscape area as an expense of the shopping center. County attorney has indicated this obligation is a covenant that runs with the land.
 
Dedication of Roadway/Driveway Parcels
SML
Roadway widening lots 1546-H and 1546-K are to be dedicated to the County now that subdivision is final. Kolopa Street Extension is also to be dedicated to the County pursuant to the Grant of Easement Kolopa Street Extension, dated April 26, 2013, filed as Land Court Document No. T-8527332.  The Grant of Easement obligates the Grantee to exercise commercially reasonable efforts to dedicate this property to the County, with the Grantor’s reasonable cooperation
 
Grant of Easements to KIUC
SML
Now that subdivision is finalized, KIUC is prepared to meet to discuss necessary and appropriate grants of easement.  The final subdivision map designated Easement 692 for a hand hole housing KIUC equipment in the northwest corner of the project.  Also, Easement 693 has been designated for several KIUC guy wires that intrude slightly into ASB’s parcel.  For the remainder of KIUC’s easement requirements, a blanket easement over Phase 1 is being proposed
 
Grant of Easement to Hawn Telcom
SML
A grant of blanket easement over Phase I to Hawn Telcom is also being proposed, which will be included in the same grant of easement to KIUC in accordance with their typical practices.
 
Grant of Easement from GF to KIUC
SML/GF
Several guy wires intrude onto Grove Farm property near Rapozo Crossing.  Guys were necessitated by power poles needing to be relocated due to the new Kaumualii Hwy. entrance to Hokulei Village.  HV will press GF to finalize this grant.
 
Grant of Easement from Gaylord and Carol Wilcox FLP to KIUC
SML
Guy wires and/or power poles had to be relocated in connection with the highway widening.  KIUC proceeded with the work based on verbal approvals from the landowner but no formal grant of easement has been finalized.
 
Grant of Easement to KDOW for Water Tank Lot
SML
A grant of blanket easement over the Water Tank Lot has been drafted and submitted to GF for review as it affects Phase 2.

40
1


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Schedule 8.12
Puunene Punch List

Punch items 48, 89 and 111 from Punch List dated 11/21/17 still need to be completed.

The following recommendations from Wiss, Janney, Elstner Associates, Inc. (WJE) Property Condition Assessment - Puunene Shopping Center dated December 5, 2017, and Purchaser’s walkthrough need to be addressed:

All gaps between store front systems and perimeter walls, as shown in WJE Figures 57 and 58,     
to be sealed appropriately.

Visible wood blocking, as shown on WJE Figures 61 and 62, to be addressed.

Drain line penetrations through perimeter CMU walls in all buildings to be firestopped. Purchaser shall reasonably cooperate with Seller in identifying the locations related thereto.

Expansion joint cap between Building 7 and 8, as shown in WJE Figure 48, to be secured.

Certain areas on roofs of Buildings 2, 3 and 7, for example as shown in WJE Figure 26, need to be resloped to prevent ponding. Purchaser acknowledges that such punch list item shall be deemed satisfied by issuance of a warranty by Firestone.

SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Sixth Amendment to Purchase and Sale Agreement (this “ Amendment ”) is made and entered into as of January 5, 2018, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017, as amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017, Second Amendment to Purchase and Sale Agreement dated December 19, 2017, Third Amendment to Purchase and Sale Agreement dated December 20, 2017, Fourth Amendment to Purchase and Sale Agreement dated December 21, 2017, and Fifth Amendment to Purchase and Sale Agreement dated December 28, 2017 (“ Fifth Amendment ” and, altogether, the “ Agreement ”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and

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WHEREAS , the parties hereto desire to amend the Agreement as provided herein.
Agreement
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:
28. Defined Terms .  All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement and Section references refer to Sections of the Agreement except as otherwise expressly provided.
29. Hokulei Land Due Diligence Extension . The date “January 5, 2018” is deleted in both places it appears in Section 10 of the Fifth Amendment and replaced with “January 8, 2018”. Further, the deadline for Purchaser to exercise its right to terminate the Agreement pursuant to Section 3.2 is extended to January 8, 2018, as to the Hokulei Land only.
30. Waiver of Puunene, Laulani and Pad G Title & Survey Condition . Without limiting the effectiveness of or otherwise modifying the terms of the Agreement in effect prior to execution of this Amendment, pursuant to Section 7 of the Fifth Amendment, Purchaser confirms completion of its title and survey review with respect to the Puunene Land, the Laulani Land, the Pad G Land and all of the other Property related thereto and accepts as “Permitted Exceptions” with respect to those portions of the Property all of the exceptions contained in the most recent drafts of the Updated Surveys and title commitments with respect to those lands. Accordingly, Purchaser hereby confirms its waiver of its right to terminate the Agreement under Section 3.2 as to the Puunene Land, Laulani Land, Pad G Land and all other Property related thereto. Purchaser further acknowledges and agrees that, notwithstanding Section 3 of the Agreement, the Title Policy issued at Closing for the Puunene Land is not required to contain an endorsement against mechanics and materialmen’s liens.
31. Ratifications .  The Agreement, and all terms, provisions, conditions and exhibits contained in the Agreement, are hereby ratified, and shall be deemed in full force and effect, except as specifically herein amended.
32. Counterparts; Signatures .  This Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Amendment. Signatures to this Amendment transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Amendment.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Amendment as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Jeff Pauker
Name: Jeff Pauker
Title: Vice President
company

By: /s/ Lance K. Parker
Name: Lance K. Parker
Title: President

SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Seventh Amendment to Purchase and Sale Agreement (this “ Amendment ”) is made and entered into as of January 8, 2018, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017, as amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017, Second Amendment to Purchase and Sale Agreement dated December 19, 2017, Third Amendment to Purchase and Sale Agreement dated December 20, 2017, Fourth Amendment to Purchase and Sale Agreement dated December 21, 2017, Fifth Amendment to Purchase and Sale Agreement dated December 28, 2017 (“Fifth Amendment”), and Sixth Amendment to Purchase and Sale Agreement dated January 5, 2018 (“Sixth Amendment” and. altogether, the “ Agreement ”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and
WHEREAS , the parties hereto desire to amend the Agreement as provided herein.
Agreement
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:

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33. Defined Terms .  All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement and Section references refer to Sections of the Agreement except as otherwise expressly provided.
34. Hokulei Land Due Diligence Extension . The date “January 8, 2018” is deleted in both places it appears in Section 10 of the Fifth Amendment, as amended by the Sixth Amendment, and replaced with “January 9, 2018”. Further, the deadline for Purchaser to exercise its right to terminate the Agreement pursuant to Section 3.2 is extended to January 9, 2018, as to the Hokulei Land only.
35. Ratifications .  The Agreement, and all terms, provisions, conditions and exhibits contained in the Agreement, are hereby ratified, and shall be deemed in full force and effect, except as specifically herein amended.
36. Counterparts; Signatures .  This Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Amendment. Signatures to this Amendment transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Amendment.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Amendment as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Jeff Pauker
Name: Jeff Pauker
Title: Vice President
company

By: /s/ Lance K. Parker
Name: Lance K. Parker
Title: President

EIGHTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Eighth Amendment to Purchase and Sale Agreement (this “ Amendment ”) is made and entered into as of January 9, 2018, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017, as amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017, Second Amendment to Purchase and Sale Agreement dated December 19, 2017, Third Amendment to Purchase and Sale Agreement dated December 20, 2017, Fourth Amendment to Purchase and Sale Agreement dated December 21, 2017, Fifth Amendment to Purchase and Sale Agreement dated December 28, 2017 (“Fifth Amendment”), and Sixth Amendment to Purchase and Sale Agreement dated January 5, 2018 and Seventh Amendment to Purchase and Sale Agreement dated January 8, 2018 (“Seventh Amendment” and, altogether, the “ Agreement ”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and
WHEREAS , the parties hereto desire to amend the Agreement as provided herein.
Agreement
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:

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37. Defined Terms .  All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement and Section references refer to Sections of the Agreement except as otherwise expressly provided.
38. Hokulei Land Due Diligence Extension . The date “January 9, 2018” is deleted in both places it appears in Section 10 of the Fifth Amendment, as amended by the Seventh Amendment, and replaced with “January 12, 2018”. Further, the deadline for Purchaser to exercise its right to terminate the Agreement pursuant to Section 3.2 is extended to January 12, 2018, as to the Hokulei Land only.
39. Ratifications .  The Agreement, and all terms, provisions, conditions and exhibits contained in the Agreement, are hereby ratified, and shall be deemed in full force and effect, except as specifically herein amended.
40. Counterparts; Signatures .  This Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Amendment. Signatures to this Amendment transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Amendment.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Amendment as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



Schedule 9.3.6-40
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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Jeff Pauker
Name: Jeff Pauker
Title: Vice President
company

By: /s/ Charlie Loomis
Name: Charlie Loomis
Title: Asst. Secretary

NINTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Ninth Amendment to Purchase and Sale Agreement (this “ Amendment ”) is made and entered into as of January 12, 2018, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017, as amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017, Second Amendment to Purchase and Sale Agreement dated December 19, 2017, Third Amendment to Purchase and Sale Agreement dated December 20, 2017, Fourth Amendment to Purchase and Sale Agreement dated December 21, 2017, Fifth Amendment to Purchase and Sale Agreement dated December 28, 2017 (“ Fifth Amendment ”), Sixth Amendment to Purchase and Sale Agreement dated January 5, 2018, and Seventh Amendment to Purchase and Sale Agreement dated January 8, 2018, and Eighth Amendment to Purchase and Sale Agreement dated January 9, 2018 (altogether, the “ Agreement ”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and
WHEREAS , Section 10 of the Fifth Amendment provides that prior to the expiration of the Due Diligence Period with respect to the Hokulei Land:
Seller and Purchaser shall endeavor to enter into an amendment of the Agreement that shall (i) identify other agreements, if any, that Purchaser shall assume or be bound by at Closing with respect to the Hokulei Land, (ii) amend Schedule 4.1(n) to identify any additional declarations, easements or other agreements pertaining to the Hokulei Land to be assigned

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to Purchaser at Closing, (iii) identify the Counterparty Estoppel Certificates relating to the Hokulei Land, delivery of which will be conditions precedent to Closing to the extent required under Section 8.3 , (iv) define the terms and conditions of any “gap closing” or “bulk closing” required to accommodate Seller’s proposed recordings at Closing, and (v) such other terms pertaining to the Hokulei Land as Purchaser may require.
WHEREAS , pursuant to Section 10 of the Fifth Amendment the parties hereto desire to amend the Agreement as provided herein.
Agreement
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:
41. Defined Terms .  All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement and Section references refer to Sections of the Agreement except as otherwise expressly provided.
42. Additional Excluded Contracts . Purchaser and Seller agree that the following are added to Schedule 1.8 (Excluded Contracts):
That certain unrecorded Hokulei Village Phase 2 Reconveyance Agreement between Hokulei Seller and GFP dated December 22, 2017, as the same may be amended, supplemented and/or modified.

43. Disapproved Title and Survey Exceptions For the Hokulei Land . Prior to Closing Seller shall perform all of its commitments in Seller’s January 8, 2018, responses to Purchaser’s Notices of Disapproved Title and Survey Exceptions regarding the Hokulei Land; provided, however, Seller’s failure to do so shall not be a default hereunder or under the Agreement.
44. Notice of Acceptance . Without limiting the effectiveness of or otherwise modifying the terms of the Agreement in effect prior to execution of this Amendment, pursuant to Section 8.1 , and in consideration of and reliance on the commitments by Seller set forth in this Amendment, Purchaser hereby gives Notice of Acceptance with respect to the Hokulei Land and all of the other Property associated with the Hokulei Land.
45. Waiver of Hokulei Land Title & Survey Condition . Pursuant to Section 7 of the Fifth Amendment, Purchaser confirms completion of its title and survey review with respect to the Hokulei Land and all other Property related thereto and accepts as “Permitted Exceptions” with respect thereto (a) all of the exceptions contained in the most recent drafts of the Updated Survey and title commitment with respect to the Hokulei Land and (b) the documents to be recorded prior to or in connection with Closing that are listed on Exhibit 1 to this Amendment (the “ Hokulei Unwind Documents ”), which shall be in the mutually-approved forms that are identified on Exhibit 1 by document and version numbers, as may be updated after the date of this Amendment in accordance with the terms and conditions of the Agreement, including, without limitation, Purchaser’s approval rights thereunder. Accordingly, Purchaser hereby confirms its waiver of its right to terminate the Agreement under Section 3.2 . Nothing contained in the Agreement or this Amendment shall be deemed approval by Purchaser of any reference to the Amended and Restated

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Agreement for Purchase and Sale of Real Property and Escrow Instructions in the Reciprocal Easement Agreement that Seller proposes to record on title to the Hokulei Land.
46. Amendment of Schedule 4.1(n) . Schedule 4.1(n) to the Agreement is deleted and replaced with the new Schedule 4.1(n) attached hereto. Notwithstanding the foregoing or anything to the contrary contained in the Agreement, delivery of Counterparty Estoppel Certificates shall, subject to the terms and conditions of Section 8 of the Agreement, be a condition precedent to Purchaser’s obligation to close on its acquisition of the Property only as to the applicable Counterparties and documents listed as Numbers 1 through 7 on the updated Schedule 4.1(n) .
47. Gap Closing . As an accommodation to Seller, Purchaser has agreed that certain documents required to be recorded on the Closing Date under the Agreement shall instead be recorded after the Closing Date as set forth in the Escrow Instructions attached hereto as Exhibit 2 (“ Gap Closing Escrow Instructions ”). The Closing documents to be recorded on the Closing Date are listed under the Tranche One heading on Exhibit A to the Gap Closing Escrow Instructions, and the Closing documents to be recorded after the Closing Date are listed under the Tranche Two heading on Exhibit A to the Gap Closing Escrow Instructions (the “ Late-Recording Documents ”). Seller and Purchaser acknowledge and agree that notwithstanding the date of recording the Late-Recording Documents, those documents shall be dated and deemed effective as of the Closing Date as if they had been recorded concurrently with the rest of the Closing documents, and the delay in their recording shall not be deemed to impair the effectiveness of the Closing in any respect, including without limitation, with respect to transfer of possession and risk with respect to the Property or prorations. Seller agrees that between the Closing Date and the date of recording of the Late-Recording Documents it shall not encumber, impair, exercise, modify or terminate any of the agreements, rights or interests that are conveyed by the Late-Recording Documents, and shall indemnify, defend and hold Purchaser harmless from and against any claims or losses arising from Seller’s breach of this covenant. Seller shall bear any additional escrow fees or costs incurred due to the deferral of recording of the Late-Recording Documents. This Section shall survive Closing.
48. Additional Condition Precedent to Closing . The following new subsection is added to Section 8 :
8.16.      Hokulei Unwind Documents . Seller shall have caused GFP, American Savings Bank, F.S.B. (“ ASB ”), and Safeway, Inc. to have (a) executed and delivered to Escrow each of the Hokulei Unwind Documents to which they are parties for recording in connection with Closing, and (b) approved the recordation of such documents to which they are parties at Closing or post-closing, as provided for in the Gap Closing Escrow Instructions.
49. Intentionally Omitted .
50. Survival of Fifth Amendment Section 6 . For avoidance of doubt, the parties confirm that Section 6 of the Fifth Amendment shall survive Closing.
51. Extension of Closing . The “Closing Date” in Section 4 is amended to be 8:01 a.m. on January 19, 2018.
52. Extension of Estoppel Delivery Deadlines . The date “January 12, 2018” is deleted in each place it appears in Section 8 and replaced by “January 16, 2018”.
53. Ratifications .  The Agreement, and all terms, provisions, conditions and exhibits contained in the Agreement, are hereby ratified, and shall be deemed in full force and effect, except as specifically herein amended.

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54. Counterparts; Signatures .  This Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Amendment. Signatures to this Amendment transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Amendment.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Amendment as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



Schedule 9.3.6-45
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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Jeff Pauker
Name: Jeff Pauker
Title: Vice President
company

By: /s/ Charlie Loomis
Name: Charlie Loomis
Title: Asst. Secretary


EXHIBIT 1
HOKULEI UNWIND DOCUMENTS

EXHIBIT 2
GAP CLOSING INSTRUCTIONS

January ____, 2018

Jeremy Trueblood
Title Guaranty Escrow Services, Inc.
235 Queen Street
Honolulu, Hawaii 96813
Re:
GAP CLOSING ESCROW INSTRUCTIONS; Escrow No. 17104904
Dear Jeremy:

Reference is made to the Commercial Real Property Purchase and Sale Agreement dated November 22, 2017 (as amended, the “ Agreement ”) between HOKULEI VILLAGE, LLC , a Delaware limited liability company (“ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (“ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (“ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (“Puunene Seller”; together with Hokulei Seller, Laulani

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Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company or its designees (“ Purchaser ”).
The following shall constitute the joint recordation instructions of Seller and Purchaser, by their respective undersigned counsel, in connection with the “Closing” under the Agreement (“ Closing ”). These recording instructions are in addition to any separate escrow instructions you may receive from Seller or Purchaser.
Attached as Exhibit A is a list of all of the documents (the “ Recording Documents ”) that, under the terms of the Agreement, are to be recorded in connection with the Closing in the Bureau of Conveyances of the State of Hawaii (“ Bureau ”) and/or the Office of the Assistant Registrar of the Land Court of the State of Hawaii (“ Land Court ”). Under the terms of the Agreement fully executed originals of each of the Recording Documents are to be delivered to you two (2) business days before the “Date of Closing” under the Agreement (“ Date of Closing ”), and recorded in the Bureau and/or the Land Court, as applicable, at Closing. The Date of Closing under the Agreement is January 18, 2018. Notwithstanding anything to the contrary contained herein or the fact that certain Recording Documents are to be recorded after Closing, so long as Purchaser has complied with all requirements of the Agreement with respect to the issuance of the Title Policy as if all Recording Documents were being recorded on the Closing Date, you shall issue (or be irrevocably committed to issue) the Title Policy on the Closing Date.
When all conditions to Closing under the Agreement have been satisfied and Seller and Purchaser or their undersigned counsel have each authorized you to close by written or emailed instructions, you shall record each of the Recording Documents in accordance with the following instructions:
1.      You shall date each of the Recording Documents as of the Date of Closing.

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2.      The Recording Documents shall be recorded in the order in which they are listed on Exhibit A .
3.      You shall record each and every one of the Recording Documents on the Date of Closing if it is possible to do so without the Bureau or the Land Court requiring that the Closing comply with their “bulk closing” requirements.
4.      If it is not possible to record each and every one of the Recording Documents on the Date of Closing, then you shall record the Recording Documents as follows:
a.      All of the Recording Documents listed on Exhibit A under the heading “Tranche One” shall be recorded on the Date of Closing; and
b.      All of the Recording Documents listed on Exhibit A under the heading “Tranche Two” shall be recorded as soon as possible after the Date of Closing but in no event more than two (2) business days after the Date of Closing.
Where the Recording Documents contain blanks for the date and/or recording number of any other documents, you shall fill-in those blanks.
If for any reason you are unable to comply fully with these instructions you shall immediately notify the undersigned and take no further action until further instructed.
Please confirm the agreement of Title Guaranty Escrow Services, Inc. to be bound by these Gap Closing Escrow Instructions by executing below and returning to each of the undersigned. These Gap Closing Escrow Instructions may be waived, modified or amended only by written instructions signed by each of the undersigned.
Please let us know if you have any questions. Thank you for your assistance.


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Very truly yours,



Richard Kiefer
Lisa Ayabe
for
Cades Schutte llp
A Limited Liability Law Partnership
COUNSEL FOR PURCHASER



Chuck Picton
Justin J. Podjasek
for
BARACK FERRASSAON KIRSCHBAUM & NAGELBERG LLP 
COUNSEL FOR SELLER                         



AGREED AND ACCEPTED:

TITLE GUARANTY ESCROW SERVICES, INC.


By:         
Its



Exhibit A - List of Recording Documents, In Recording Order


EXHIBIT A
List of Recording Documents, In Recording Order

TRANCHE ONE

Laulani & Pad G Land Recording Documents

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1.
Limited Warranty Deed by Laulani Seller to Purchaser
2.
Limited Warranty Deed by Pad G Seller to Purchaser
3.
Loan Assumption & Amendment to Loan Documents between Seller, Purchaser and The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”) [COUNT AS 2]
4.
UCC-3 Amendment filed by Northwestern Mutual

Puunene Land Recording Documents

5.
Limited Warranty Deed by Puunene Seller to Purchaser

Hokulei Land Recording Documents
 
6.
Release of Hokulei Seller’s Mortgage to Bank of America
7.
Amendment to Declaration of Condominium Property Regime Releasing Lots 1546-A through -G, -H & -K.
8.
Amendment of Condominium Map
9.
Partition Deed between Hokulei Seller, Grove Farm Partners (GFP) & American Savings Bank (ASB) [COUNT AS 3]
10.
Reciprocal Easement Agreement
11.
Grant of Easement Roundabout Dedication Parcel (Vehicular Access and Utilities)
12.
Restrictive Agreement
13.
Declaration of Easements and Conditions and Restrictions Affecting Land
14.
Limited Warranty Deed from Hokulei Seller to Purchaser

TRANCHE TWO

15.
Assignment and Assumption of Declarant Rights by Laulani Seller
16.
Assignment and Assumption of Declarant Rights by Pad G Seller
17.
Assignment and Assumption of Declarant Rights by Puunene Seller Assumes PDC/Saturn assignment of rights to Puunene Seller recorded preclosing
18.
Assignment and Assumption of Declarant Rights by Hokulei Seller Assumes PDC/Saturn assignment of rights to Hokulei Seller recorded preclosing
19.
Assignment of Declarant Rights under Hokulei Land Declaration of Condominium Property Regime from Hokulei Seller to GFP
20.
Amendment of Hokulei Land Condominium Bylaws
21.
Termination and Release of Declaration of Easements (Hokulei Phase 1)
22.
Termination and Release of Reservation of Rights in ASB Hokulei Unit Deed
23.
Termination and Release of Reservation of Rights in GFP Hokulei Unit Deed
24.
Amendment of ASB Hokulei Memorandum of Agreement (conversion of unit to lot)
25.
Amendment of Safeway Hokulei Memorandum of Lease (conversion of unit to lot)

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26.
First Amendment of Allocation of Housing Agreement Obligations (conversion of units to lots)
27.
Any other documents that are to be recorded with respect to the transactions contemplated by the Agreement or related to closing such transactions but not otherwise listed on this Exhibit A.


SCHEDULE 4.1(n)

No.
Property
Document/Agreement
Counterparty
1.
Puunene Shopping Center
Operation and Easement Agreement
Dated: November 8, 2013
Document No.: A-50600305
Parties: Target Corporation, Property Development Centers LLC, and PDC I, Inc.
Target Corporation, a Minnesota corporation
2.
Laulani
Amended and Restated Declaration of Easements with Covenants and Restrictions Affecting Land
Dated: June 6, 2013
Document No.: A-49050284
Parties: Property Development Centers LLC, a Delaware limited liability company and Safeway Inc., a Delaware corporation
(1)  American Savings Bank, F.S.B., a federal savings bank
(2)  City Mill Company, Limited, a Hawaii corporation
(3) Safeway Inc., a Delaware corporation
3.
Laulani
Amended and Restated Infrastructure Plan dated and effective October 19, 2011, by and between Gentry Homes, Ltd., a Hawaii corporation and Property Development Centers, LLC, a Delaware limited liability company
 
Gentry Homes, Ltd., a Hawaii corporation
4.
Hokulei Village
Reciprocal Easement Agreement
Grove Farm Properties, Inc., a Hawaii corporation

American Savings Bank, F.S.B., a federal savings bank
5.
Hokulei Village
Restrictive Agreement Affecting Revised Phase 2 Land
Safeway Inc., a Delaware corporation

Grove Farm Properties, Inc.  

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6.
Puunene Shopping Center
Declaration of Condominium Property Regime for “Puunene Shopping Center” Condominium Project
Dated: November 8, 2013
Recorded: Document No. A-50600302
Map 5232 and any amendments thereto
Target Corporation, a Minnesota corporation
7.
Puunene Shopping Center
Site Development Agreement  dated November 8, 2013
Target Corporation, a Minnesota corporation
8.
Puunene Shopping Center
Bylaws of the Association of Unit Owners of Puunene Shopping Center  
Dated November 8, 2013
Recorded: Document No. A-50600303
Target Corporation, a Minnesota corporation
9.
Puunene Shopping Center
Agreement for Services for Unit 1 and Restrictive Covenants dated November 8, 2013
Target Corporation, a Minnesota corporation
10.
Laulani
Limited Warranty Deed With Use Restrictions, Covenants and Reservations of Rights  dated November 24, 2004, by Aina Nui Corporation, as Grantor, and Laulani Village, LLC, as Grantee
Aina Nui Corporation, a Hawaii corporation
11.
Laulani
Grant of Non-Exclusive Drainage Easements  dated April 3, 2014 (Easements 8977 and 8978)
Ewa By Gentry Community Association
12.
Laulani
Grant of Non-Exclusive Drainage Easements  dated April 3, 2014 (Easements 9664, 10423, 10440)
Association of Apartment Owners of Laulani
13.
Hokulei Village
Declaration of Easements with Covenants and Restrictions Affecting Land
American Savings Bank, F.S.B., a federal savings bank
14.
Hokulei Village
Memorandum of Agreements dated January 26, 2015 (Document No. T-9156038)
American Savings Bank, F.S.B., a federal savings bank

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15.
Hokulei Village
Agreement of Purchase and Sale and Joint Escrow Instructions dated December 9, 2014 (re: ROFO)
American Savings Bank, F.S.B., a federal savings bank

TENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Tenth Amendment to Purchase and Sale Agreement (this “ Amendment ”) is made and entered into as of January 16, 2018, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Purchase and Sale Agreement dated November 22, 2017, as amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017, Second Amendment to Purchase and Sale Agreement dated December 19, 2017, Third Amendment to Purchase and Sale Agreement dated December 20, 2017, Fourth Amendment to Purchase and Sale Agreement dated December 21, 2017, Fifth Amendment to Purchase and Sale Agreement dated December 28, 2017, Sixth Amendment to Purchase and Sale Agreement dated January 5, 2018, Seventh Amendment to Purchase and Sale Agreement dated January 8, 2018, Eighth Amendment to Purchase and Sale Agreement dated January 9, 2018, and Ninth Amendment to Purchase and Sale Agreement dated January 12, 2018 (altogether, the “ Agreement ”), for the sale and purchase of the above-referenced properties; and
WHEREAS , the parties hereto desire to amend the Agreement as provided herein.
Agreement
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:
55. Defined Terms .  All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement and Section references refer to Sections of the Agreement except as otherwise expressly provided.
56. Extension of Closing . The “Closing Date” in Section 4 is amended to be 8:01 a.m. on January 24, 2018.
57. Extension of Estoppel Delivery Deadlines . The date “January 16, 2018” is deleted in each place it appears in Section 8 and replaced by “January 19, 2018”.

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58. Ratifications .  The Agreement, and all terms, provisions, conditions and exhibits contained in the Agreement, are hereby ratified, and shall be deemed in full force and effect, except as specifically herein amended.
59. Counterparts; Signatures .  This Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Amendment. Signatures to this Amendment transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Amendment.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Amendment as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Jeff Pauker
Name: Jeff Pauker
Title: Vice President
company

By: /s/ Charlie Loomis
Name: Charlie Loomis
Title: Asst. Secretary


ELEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Eleventh Amendment to Purchase and Sale Agreement (this “ Amendment ”) is made and entered into as of January 19, 2018, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017, as amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017, Second Amendment to Purchase and Sale Agreement dated December 19, 2017, Third Amendment to Purchase and Sale Agreement dated December 20, 2017, Fourth Amendment to Purchase and Sale Agreement dated December 21, 2017, Fifth Amendment to Purchase and Sale Agreement dated December 28, 2017 (“ Fifth Amendment ”), Sixth Amendment to Purchase and Sale Agreement dated January 5, 2018, and Seventh Amendment to Purchase and Sale Agreement dated January 8, 2018, and Eighth Amendment to Purchase and Sale Agreement dated January 9, 2018, and Ninth Amendment to Purchase and Sale Agreement dated January 12, 2018, and Tenth Amendment to Purchase and Sale Agreement dated January 16, 2018 (altogether, the “ Agreement ”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and
WHEREAS , the parties hereto desire to further amend the Agreement as provided herein.
Agreement

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NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:
60. Defined Terms .  All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement and Section references refer to Sections of the Agreement except as otherwise expressly provided.
61. Extension of Closing . The “Closing Date” in Section 4 is amended to be 8:01 a.m. on January 25, 2018.
62. Extension of Estoppel Delivery Deadlines . The date “January 19, 2018” is deleted in each place it appears in Section 8 and replaced by “January 22, 2018”.
63. Ratifications .  The Agreement, and all terms, provisions, conditions and exhibits contained in the Agreement, are hereby ratified, and shall be deemed in full force and effect, except as specifically herein amended.
64. Counterparts; Signatures .  This Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Amendment. Signatures to this Amendment transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Amendment.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Amendment as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Jeff Pauker
Name: Jeff Pauker
Title: Vice President
company

By: /s/ Charlie Loomis
Name: Charlie Loomis
Title: Asst. Secretary


TWELFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Twelfth Amendment to Purchase and Sale Agreement (this “ Amendment ”) is made and entered into as of January 22, 2018, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017, as amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017, Second Amendment to Purchase and Sale Agreement dated December 19, 2017, Third Amendment to Purchase and Sale Agreement dated December 20, 2017, Fourth Amendment to Purchase and Sale Agreement dated December 21, 2017, Fifth Amendment to Purchase and Sale Agreement dated December 28, 2017 (“ Fifth Amendment ”), Sixth Amendment to Purchase and Sale Agreement dated January 5, 2018, and Seventh Amendment to Purchase and Sale Agreement dated January 8, 2018, and Eighth Amendment to Purchase and Sale Agreement dated January 9, 2018, and Ninth Amendment to Purchase and Sale Agreement dated January 12, 2018, Tenth Amendment to Purchase and Sale Agreement dated January 16, 2018, and Eleventh Amendment to Purchase and Sale Agreement dated January 19, 2018 (altogether, the “ Agreement ”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and
WHEREAS , the parties hereto desire to further amend the Agreement as provided herein.
Agreement

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NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:
65. Defined Terms .  All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement and Section references refer to Sections of the Agreement except as otherwise expressly provided.
66. Extension of Closing . The “Closing Date” in Section 4 is amended to be 8:01 a.m. on January 26, 2018.
67. Extension of Estoppel Delivery Deadlines . The date “January 22, 2018” is deleted in each place it appears in Section 8 and replaced by “January 23, 2018”.
68. Ratifications .  The Agreement, and all terms, provisions, conditions and exhibits contained in the Agreement, are hereby ratified, and shall be deemed in full force and effect, except as specifically herein amended.
69. Counterparts; Signatures .  This Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Amendment. Signatures to this Amendment transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Amendment.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Amendment as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Rick Stack
Name: Rick Stack
Title: Senior Vice President
company

By: /s/ Jeff Pauker
Name: Jeff Pauker
Title: Vice President



THIRTEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Thirteenth Amendment to Purchase and Sale Agreement (this “ Amendment ”) is made and entered into as of January 24, 2018, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017, as amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017, Second Amendment to Purchase and Sale Agreement dated December 19, 2017, Third Amendment to Purchase and Sale Agreement dated December 20, 2017, Fourth Amendment to Purchase and Sale Agreement dated December 21, 2017, Fifth Amendment to Purchase and Sale Agreement dated December 28, 2017 (“ Fifth Amendment ”), Sixth Amendment to Purchase and Sale Agreement dated January 5, 2018, Seventh Amendment to Purchase and Sale Agreement dated January 8, 2018, Eighth Amendment to Purchase and Sale Agreement dated January 9, 2018, Ninth Amendment to Purchase and Sale Agreement dated January 12, 2018 (“ Ninth Amendment ”), Tenth Amendment to Purchase and Sale Agreement dated January 16, 2018, Eleventh Amendment to Purchase and Sale Agreement dated January 19, 2018, and Twelfth Amendment to Purchase and Sale Agreement dated January 23, 2018 (altogether, the “ Agreement ”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and
WHEREAS , Section 2 of the Purchase and Sale Agreement provides:

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PURCHASE PRICE . The total consideration to be paid by Purchaser to Seller for the Property is Two Hundred Sixty-Two Million Five Hundred Thousand and No/100 Dollars ($262,500,000.00) (the “ Purchase Price ”), plus or minus prorations and adjustments as hereinafter set forth. The allocation of the Purchase Price among the components of the Real Property is set forth on Schedule 2.1 . Prior to Closing the parties shall amend this Agreement to reduce the Purchase Price by the amount of the credits set forth on Schedule 2.2 (Leasing & Construction Credits) and Section 9.4 , as they may be adjusted pursuant to Sections 4.3.8 and 9.4 , and the Schedule 2.1 allocations shall be adjusted accordingly. For the avoidance of doubt, after reducing the Purchase Price as contemplated in the preceding sentence, the credits accounting for such reductions shall no longer be applicable.

WHEREAS , to address the foregoing requirements of Section 2 and certain other issues, the parties hereto desire to amend the Agreement as provided herein.

Agreement
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:
70. Defined Terms .  All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement and Section references refer to Sections of the Agreement except as otherwise expressly provided.
71. Amendment of Schedule 2.2 . Schedule 2.2 to the Agreement is deleted and replaced with the new Schedule 2.2 attached hereto that reflects the credits established under Section 2 as of the date of this Amendment. Schedule 2.2 is subject to final adjustment prior to Closing as provided in Section 2 .
72. Purchase Price . Pursuant to Section 2 , The Purchase Price under the Agreement is amended to be TWO HUNDRED FIFTY FOUR MILLION, THREE HUNDRED EIGHTEEN THOUSAND, SEVEN HUNDRED SEVENTY ONE DOLLARS AND 49/100 ($254,318,771.49) in order to reflect the credits on Schedules 2.1 and 2.2 , subject to final adjustment prior to Closing as provided in Section 2 .
73. Amendment of Schedule 2.1 Allocation of Purchase Price . To reflect the revised Purchase Price and certain additional credits to which the parties have previously agreed, Schedule 2.1 to the Agreement is deleted and replaced with the new Schedule 2.1 attached hereto, subject to final adjustment prior to Closing as provided in Section 2 .
74. Extension of Closing . The “Closing Date” in Section 4 is amended to be 8:01 a.m. Hawaii-Aleutian Standard Time, on Friday, February 23, 2018.
75. Extension of Estoppel Delivery Deadlines . The date “January 24, 2018” is deleted in each place it appears in Section 8 and replaced by “February 20, 2018”. Throughout this extension Seller shall continue to make commercially reasonable efforts to secure Tenant Estoppel Certificates pursuant to Section 8.2 even if the minimum requirements of Sections 8.2.1 through 8.2.4 are satisfied; provided, however, (i) Seller’s failure to secure such Tenant Estoppel Certificates shall

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not be a default, and (ii) other than the Petco estoppels required under Sections 8.2.1 through 8.2.3 , receipt of such Tenant Estoppel Certificates shall not be condition precedent to Purchaser’s obligation to close on its acquisition of the Property.
76. Purchaser Acknowledgement of Satisfaction of Certain Closing Conditions . Purchaser acknowledges that the Tenant Estoppel Certificates delivered by ULTA and McDonalds satisfy the Tenant Estoppel Certificate delivery requirements with respect to those tenants under Section 8.2.3 and Section 8.15 , respectively. Purchaser acknowledges that the Counterparty Estoppel Certificates delivered by American Savings Bank F.S.B. with respect to the Laulani Land and the Hokulei Land satisfy the Counterparty Estoppel Certificate delivery requirements with respect to that counterparty under Section 8.3 as to the Laulani Land and the Hokulei Land. Purchaser acknowledges that the Safeway Hokulei lease amendment delivered by Seller satisfies the requirements of Section 8.14 .
77. Partial Waiver & Modification of Section 8.3 (Counterparty Estoppel Certificates) .
(a) Laulani Land . Purchaser acknowledges that Seller has satisfied its obligations to deliver the Counterparty Estoppel Certificates pursuant to Section 8.3 by American Savings Bank, F.S.B., City Mill Company, Limited, and Safeway Inc. regarding the Laulani Land Amended and Restated Declaration of Easements with Covenants and Restrictions Affecting Land dated June 6, 2013. Purchaser waives the requirement in Section 8.3 of a Counterparty Estoppel Certificate from Gentry Homes, Ltd. regarding the Laulani Land Amended and Restated Infrastructure Plan dated October 19, 2011.
(b) Puunene Land . Purchaser acknowledges that Seller has satisfied its obligations to deliver the Counterparty Estoppel Certificate pursuant to Section 8.3 by Target Corporation with respect to the Puunene Land Operation and Easement Agreement dated November 8, 2013 (“ OEA ”), and waives the requirement of a Counterparty Estoppel Certificate from Target Corporation and the Association of Unit Owners with respect to the Puunene Land Declaration of Condominium Property Regime. The parties agree that the Puunene Land Site Development Agreement dated November 8, 2013 is (a) deleted from Schedule 4.1(n) , (b) shall not be assigned to or assumed by Purchaser at Closing, and (c) shall be an “Excluded Contract” under Section 6 of the Fifth Amendment.
(c) Hokulei Land . As of the date hereof and solely with respect to GFP (as defined below), the Counterparty Estoppel Certificates regarding the Hokulei Land Reciprocal Easement Agreement and Restrictive Agreement Affecting Revised Phase 2 Land required pursuant to Section 8.3 have not been delivered and remain condition precedent to Purchaser’s obligation to close on its acquisition of the Property subject to and in accordance with the Section 8 of the Agreement, provided, however, (i) Purchaser acknowledges and agrees that the delivery of (1) estoppel certificates by GFP in the form described in the Hokulei Land Reciprocal Easement Agreement and Restrictive Agreement Affecting Revised Phase 2 Land, respectively, or (2) an estoppel certificate by GFP in the form attached hereto as Exhibit A , in either event shall satisfy Seller’s obligations with respect to delivery of Counterparty Estoppel Certificates from GFP related to Hokulei Land Reciprocal Easement Agreement and Restrictive Agreement Affecting Revised Phase 2 Land; and (ii) in connection with GFP’s delivery of the Counterparty Estoppel Certificate(s) described in clause (i) of Section 8(c) of this Amendment, on or before the Closing Date, Purchaser and Seller agree to deliver estoppel certificates in the forms attached hereto as Exhibit B and Exhibit C , respectively. Purchaser acknowledges and agrees that no Counterparty Estoppel Certificate shall be required under Section 8.3 from Safeway Inc. with respect to the Hokulei Land Restrictive

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Agreement Affecting Revised Phase 2 Land and such Counterparty Estoppel Certificate is not a condition precedent to Purchaser’s obligation to close on its acquisition of the Property.
78. Partial Waiver of Section 8.10 (Puunene CPR Documentation) and Credit . Purchaser waives the requirement of Section 8.10(a) . In consideration of this waiver, Seller agrees to credit Purchaser $5,000.00 at Closing so that Purchaser may complete that process post-Closing.
79. Petco Lease Amendment Condition Precedent to Closing . Purchaser acknowledges and agrees that Seller shall have satisfied its obligations under Section 8.13 by delivery of a fully executed copy of that certain Commencement Certificate and First Amendment of Shopping Center Lease on or prior to Closing (i) in the form attached hereto as Exhibit D or in a form with no changes to the form attached hereto as Exhibit D that are individually detrimental to landlord thereunder; or (ii) in the event the foregoing clause (i) is not satisfied, in a form approved by Purchaser prior to execution, such approval not to be unreasonably withheld, conditioned or delayed (subject to the deemed consent provision set forth in Section 9.3.1 of the Agreement).
80. Terms of REA Acceptance . Purchaser accepts the form of Reciprocal Easement Agreement for the Hokulei Land (the “ REA ”) notwithstanding the fact that it includes reference to the Amended & Restated Purchase and Sale Agreement dated April 19, 2013, as amended (the “ Hokulei ARPSA ”), between Hokulei Seller and Grove Farm Properties, Inc. (“ GFP ”) that is an “Excluded Contract” under the Agreement. In consideration of Purchaser’s agreement to accept the inclusion of the ARPSA in the REA and the risk of claims by GFP relating to the ARPSA, the parties agree as follows: (a) the inclusion of the Hokulei ARPSA in the REA does not affect the Hokulei ARPSA’s status as an Excluded Contract and Seller’s obligation to indemnify Purchaser from and against Losses suffered due to claims asserted with respect to the ARPSA under Section 6 of the Fifth Amendment, which shall include claims asserted by GFP by virtue of the fact that it is referenced in the REA; (b) Hokulei Seller shall not agree to or make any amendment, modification, waiver, assignment or termination of the ARPSA without Purchaser’s prior written consent; and (c) Seller shall at Closing credit Purchaser the amount of $250,000, which shall be applied to reduce the portion of the Purchase Price allocated to the Hokulei Land, provided this credit shall not be owing in the event Seller convinces GFP to remove the Hokulei ARPSA reference and such reference is not included in the final executed and recorded version of the REA.
81. Updated Hokulei Unwind Documents & Recording Order . The list of Hokulei Unwind Documents attached as Exhibit 1 to the Ninth Amendment is replaced with the updated list attached hereto as Exhibit 1 . The recording order of those documents attached to the Gap Closing Instructions is replaced with the recording order attached hereto as Exhibit 2 , and the final form of Gap Closing Instructions executed by the parties with respect to Closing shall include reference to Closing Date (as amended and may be further amended).
82. Hokulei Assignment of Declarant Rights . As an accommodation to Seller, Purchaser has agreed that the Hokulei Unwind Documents made by Seller shall be dated and recorded no later than the Closing Date and assigned to Purchaser at Closing by the Hokulei Land Assignment to Declarant Rights. For avoidance of doubt, Seller confirms that the indemnity in the Hokulei Land Assignment of Declarant Rights against claims, costs or liabilities arising from a Seller breach of the declarations and agreements thereby assigned “prior to and until (but not including) the date” of such assignment shall apply if the factual grounds for the alleged breach by Seller existed prior to Closing, notwithstanding the fact that the declaration or agreement in question was not dated and recorded until Closing.

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83. Ratifications .  The Agreement, and all terms, provisions, conditions and exhibits contained in the Agreement, are hereby ratified, and shall be deemed in full force and effect, except as specifically herein amended.
84. Counterparts; Signatures .  This Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Amendment. Signatures to this Amendment transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Amendment.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Amendment as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Jeff Pauker
Name: Jeff Pauker
Title: Vice President
company

By: /s/ Charlie Loomis
Name: Charlie Loomis
Title: Asst. Secretary





SCHEDULE 2.2 (AMENDED AS OF 1/23/18)

A22.JPG


SCHEDULE 2.1 (AMENDED AS OF 1/23/18)


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A21.JPG



EXHIBIT A
GFP Estoppel

ESTOPPEL CERTIFICATE

, 2018

This Estoppel Certificate (this “ Estoppel ”), in favor of A & B Properties Hawaii, LLC, Series R, a series of a Delaware limited liability company, its designees, successors and assigns (“ Buyer ”), whose address is 822 Bishop Street, Honolulu, Hawaii 96813, is made by Grove Farm Properties, Inc. (“ GFP ”) whose address is 3-1850 Kaumualii Highway, Lihue, Hawaii 96766-7069.

GFP hereby certifies for the benefit of Buyer that as of the date of this Estoppel Certificate:

1. GFP intends to enter into a (a) Reciprocal Easement Agreement (“ REA ”) by and among GFP, Hokulei Village, LLC, a Delaware limited liability company (“ HV ”), American Savings Bank, F.S.B., a federal savings bank (“ ASB ”) and Safeway Inc., a Delaware corporation (“ Safeway ”) and (b) Restrictive Agreement Affecting Revised Phase 2 Land (“ RA ”) by and among HV, ASB, Safeway, and GFP.


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2. To the best knowledge of the individual signing below, GFP certifies the following regarding the REA:

a. There are no present state of facts that would give rise to a default, or any event or circumstance that, with notice or the passage of time or both, would be a default, by HV under that certain REA upon execution of the same.

b. GFP has not received any information to indicate that the REA will not be of full force and effect upon execution of the same.

3. To the best knowledge of the individual signing below, GFP certifies the following regarding the RA:
  
a. There are no present state of facts that would give rise to a default, or any event or circumstance that, with notice or the passage of time or both, would be a default, by HV under that certain RA upon execution of the same.

b. GFP has not received any information to indicate that the RA will not be of full force and effect upon execution of the same.
 
The individual executing this Estoppel Certificate on behalf of GFP is an authorized signatory of GFP, and as such has full power and authority to bind GFP. Further, GFP acknowledges and agrees that Buyer shall be entitled to rely on the truth and accuracy of the foregoing certifications made by GFP in this Estoppel Certificate, and this Estoppel Certificate shall inure to the benefit of Buyer and be binding upon GFP and its successors and assigns.


GROVE FARM PROPERTIES, INC.
a Hawaii corporation



By:         
Name:         
Title:         






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STATE OF HAWAII

COUNTY OF KAUAI
)
)
)
SS.
 
 
 
On this _______ day of ________________, 2018, before me personally appeared ________________________________________________, to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if applicable in the capacity shown, having been duly authorized to execute such instrument in such capacity.

            
Notary Public, State of Hawaii
Printed Name:     
My commission expires:     
(Official Stamp or Seal)
NOTARY CERTIFICATION STATEMENT
Document Identification or Description: Grove Farm Properties, Inc. - Estoppel Certificate
 Doc. Date: or Undated at time of notarization.
No. of Pages: ____________Jurisdiction: Fifth Circuit
(in which notarial act is performed)

Signature of Notary Date of Notarization and
Certification Statement
        (Official Stamp or Seal)
Printed Name of Notary


EXHIBIT B
Purchaser Estoppel

ESTOPPEL CERTIFICATE

, 2018

This Estoppel Certificate (this “ Estoppel ”), in favor of Grove Farm Properties, Inc. (“ GFP ”) whose address is 3-1850 Kaumualii Highway, Lihue, Hawaii 96766-7069, is made by ABP LR1 LLC , a Hawaii limited liability company, ABP LR2 LLC , a Hawaii limited liability company, and ABP LR3 LLC , a Hawaii limited liability company (collectively, “ A&B ”), whose address is 822 Bishop Street, Honolulu, Hawaii 96813.

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A&B hereby certifies for the benefit of GFP that as of the date of this Estoppel Certificate:

1.
There exists a (a) Reciprocal Easement Agreement (“ REA ”) dated              , 2018, by and among GFP, Hokulei Village, LLC, a Delaware limited liability company (“ HV ”), American Savings Bank, F.S.B., a federal savings bank (“ ASB ”) and Safeway Inc., a Delaware corporation (“ Safeway ”) and (b) Restrictive Agreement Affecting Revised Phase 2 Land (“ RA ”) dated              , 2018, by and among HV, ASB, Safeway, and GFP.

2. To the best knowledge of the individual signing below, A&B certifies the following regarding the REA:

a. There is no default, or any event or circumstance that, with notice or the passage of time or both, would be a default, by GFP under that certain REA.

b. The REA is in full force and effect.

3. To the best knowledge of the individual signing below, A&B certifies the following regarding the RA:
  
a. There is no default, or any event or circumstance that, with notice or the passage of time or both, would be a default, by GFP under that certain RA.

b. The RA is in full force and effect.
 
The individual executing this Estoppel Certificate on behalf of A&B is an authorized signatory of A&B, and as such has full power and authority to bind A&B. Further, A&B acknowledges and agrees that GFP shall be entitled to rely on the truth and accuracy of the foregoing certifications made by A&B in this Estoppel Certificate, and this Estoppel Certificate shall inure to the benefit of GFP and be binding upon A&B and its successors and assigns.

[ signatures appear on next page ]

ABP LR1 LLC ,
a Hawaii limited liability company

By      T. G. Super Exchange Corp.
Its Manager and Sole Member
   
By: /s/ Mae Nakagawa
Name: Mae Nakagawa
Title: Assistant Vice President

By: /s/ Danette Tamayoshi
Name: Danette Tamayoshi
Title: Assistant Secretary

ABP LR2 LLC ,
a Hawaii limited liability company

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By      T. G. Super Exchange Corp.
Its Manager and Sole Member
   
By: /s/ Mae Nakagawa
Name: Mae Nakagawa
Title: Assistant Vice President

By: /s/ Danette Tamayoshi
Name: Danette Tamayoshi
Title: Assistant Secretary

ABP LR3 LLC ,
a Hawaii limited liability company

By      T. G. Super Exchange Corp.
Its Manager and Sole Member
   
By: /s/ Mae Nakagawa
Name: Mae Nakagawa
Title: Assistant Vice President

By: /s/ Danette Tamayoshi
Name: Danette Tamayoshi
Title: Assistant Secretary





 
[ABP LR1 LLC]

STATE OF HAWAII      )
)      SS:
CITY AND COUNTY OF HONOLULU      )
On this ____ day of __________________, 2018, before me personally appeared MAE NAKAGAWA , to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if applicable in the capacity shown, having been duly authorized to execute such instrument in such capacity.

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Notary Public, State of Hawaii
Printed Name:
My commission expires:
(Official Stamp or Seal)
NOTARY CERTIFICATION STATEMENT
Document Identification or Description: Estoppel Certificate
Doc. Date: ___________________ or   Undated at time of notarization.
No. of Pages: ____________Jurisdiction: First Circuit
(in which notarial act is performed)

Signature of Notary Date of Notarization and
Certification Statement
        (Official Stamp or Seal)
Printed Name of Notary

[ABP LR1 LLC]

STATE OF HAWAII      )
)      SS:
CITY AND COUNTY OF HONOLULU      )
On this ____ day of __________________, 2018, before me personally appeared DANETTE TAMAYOSHI , to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if applicable in the capacity shown, having been duly authorized to execute such instrument in such capacity.

Notary Public, State of Hawaii
Printed Name:
My commission expires:
(Official Stamp or Seal)
NOTARY CERTIFICATION STATEMENT
Document Identification or Description: Estoppel Certificate
Doc. Date: ___________________ or   Undated at time of notarization.
No. of Pages: ____________Jurisdiction: First Circuit
(in which notarial act is performed)

Signature of Notary Date of Notarization and
Certification Statement
        (Official Stamp or Seal)
Printed Name of Notary


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[ABP LR2 LLC]

STATE OF HAWAII      )
)      SS:
CITY AND COUNTY OF HONOLULU      )
On this ____ day of __________________, 2018, before me personally appeared MAE NAKAGAWA , to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if applicable in the capacity shown, having been duly authorized to execute such instrument in such capacity.

Notary Public, State of Hawaii
Printed Name:
My commission expires:
(Official Stamp or Seal)
NOTARY CERTIFICATION STATEMENT
Document Identification or Description: Estoppel Certificate
Doc. Date: ___________________ or   Undated at time of notarization.
No. of Pages: ____________Jurisdiction: First Circuit
(in which notarial act is performed)

Signature of Notary Date of Notarization and
Certification Statement
        (Official Stamp or Seal)
Printed Name of Notary

[ABP LR2 LLC]

STATE OF HAWAII      )
)      SS:
CITY AND COUNTY OF HONOLULU      )
On this ____ day of __________________, 2018, before me personally appeared DANETTE TAMAYOSHI , to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if applicable in the capacity shown, having been duly authorized to execute such instrument in such capacity.

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Notary Public, State of Hawaii
Printed Name:
My commission expires:
(Official Stamp or Seal)
NOTARY CERTIFICATION STATEMENT
Document Identification or Description: Estoppel Certificate
Doc. Date: ___________________ or   Undated at time of notarization.
No. of Pages: ____________Jurisdiction: First Circuit
(in which notarial act is performed)

Signature of Notary Date of Notarization and
Certification Statement
        (Official Stamp or Seal)
Printed Name of Notary
 
 
 
 
[ABP LR3 LLC]

STATE OF HAWAII      )
)      SS:
CITY AND COUNTY OF HONOLULU      )
On this ____ day of __________________, 2018, before me personally appeared MAE NAKAGAWA , to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if applicable in the capacity shown, having been duly authorized to execute such instrument in such capacity.

Notary Public, State of Hawaii
Printed Name:
My commission expires:
(Official Stamp or Seal)

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NOTARY CERTIFICATION STATEMENT
Document Identification or Description: Estoppel Certificate
Doc. Date: ___________________ or   Undated at time of notarization.
No. of Pages: ____________Jurisdiction: First Circuit
(in which notarial act is performed)

Signature of Notary Date of Notarization and
Certification Statement
        (Official Stamp or Seal)
Printed Name of Notary

[ABP LR3 LLC]

STATE OF HAWAII      )
)      SS:
CITY AND COUNTY OF HONOLULU      )
On this ____ day of __________________, 2018, before me personally appeared DANETTE TAMAYOSHI , to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if applicable in the capacity shown, having been duly authorized to execute such instrument in such capacity.

Notary Public, State of Hawaii
Printed Name:
My commission expires:
(Official Stamp or Seal)
NOTARY CERTIFICATION STATEMENT
Document Identification or Description: Estoppel Certificate
Doc. Date: ___________________ or   Undated at time of notarization.
No. of Pages: ____________Jurisdiction: First Circuit
(in which notarial act is performed)

Signature of Notary Date of Notarization and
Certification Statement
        (Official Stamp or Seal)
Printed Name of Notary
EXHIBIT C
Seller Estoppel

ESTOPPEL CERTIFICATE

, 2018


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This Estoppel Certificate (this “ Estoppel ”), in favor of Grove Farm Properties, Inc. (“ GFP ”) whose address is 3-1850 Kaumualii Highway, Lihue, Hawaii 96766-7069, is made by Hokulei Village, LLC, a Delaware limited liability company (“ HV ”) whose address is 4695 MacArthur Court, Suite 700, Newport Beach, CA 92660.

HV hereby certifies for the benefit of GFP that as of the date of this Estoppel Certificate:

1.
HV intends to enter into a (a) Reciprocal Easement Agreement (“ REA ”) by and among GFP, Hokulei Village, LLC, a Delaware limited liability company (“ HV ”), American Savings Bank, F.S.B., a federal savings bank (“ ASB ”) and Safeway Inc., a Delaware corporation (“ Safeway ”) and (b) Restrictive Agreement Affecting Revised Phase 2 Land (“ RA ”) by and among HV, ASB, Safeway, and GFP.

2. To the best knowledge of the individual signing below, HV certifies the following regarding the REA:

a. There are no present state of facts that would give rise to a default, or any event or circumstance that, with notice or the passage of time or both, would be a default, by GFP under that certain REA upon execution of the same.

b. HV has not received any information to indicate that the REA will not be of full force and effect upon execution of the same.

3. To the best knowledge of the individual signing below, HV certifies the following regarding the RA:
  
a. There are no present state of facts that would give rise to a default, or any event or circumstance that, with notice or the passage of time or both, would be a default, by GFP under that certain RA upon execution of the same.

b. HV has not received any information to indicate that the RA will not be of full force and effect upon execution of the same.
 
The individual executing this Estoppel Certificate on behalf of HV is an authorized signatory of HV, and as such has full power and authority to bind HV. Further, HV acknowledges and agrees that GFP shall be entitled to rely on the truth and accuracy of the foregoing certifications made by HV in this Estoppel Certificate, and this Estoppel Certificate shall inure to the benefit of GFP and be binding upon HV and its successors and assigns.



HOKULEI VILLAGE, LLC , a Delaware limited liability company
By:
Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:                     

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Name:                     
Title:                     
9

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
  
 
 
STATE OF
CALIFORNIA
)SS
COUNTY OF
__________________
)
 
On __________________, 2018 before me, ______________________________, Notary Public, personally appeared ___________________as ___________________ of Terramar Retail Centers, LLC, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her/their authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
 
 
WITNESS my hand and official seal.
 
 
 
Signature
 
__________________________________
 
 
 
 
     This area for official notarial seal

13

1


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EXHIBIT D
Petco Lease Amendment

COMMENCEMENT CERTIFICATE AND FIRST AMENDMENT OF SHOPPING CENTER LEASE

THIS COMMENCEMENT CERTIFICATE AND FIRST AMENDMENT OF SHOPPING CENTER LEASE (this “ First Amendment ”), is dated as of ___________, 2018 (the “ Effective Date ”), by and between PUUNENE SHOPPPING CENTER, LLC, a Delaware limited liability company (“ Landlord ”), and PETCO ANIMAL SUPPLIES STORES, INC., a Delaware corporation (“ Tenant ”).
RECITALS:
A.      Landlord, as landlord, and Tenant, as tenant, previously entered into that certain Lease dated November 19, 2015 (the “ Original Lease ”) with respect to the Premises within the Center commonly known as Puunene Shopping Center and located in Kahului, Maui, Hawaii.
B.      Landlord and Tenant desire to amend the Original Lease to modify certain particulars, as more specifically set forth herein.
C.      The Original Lease and this First Amendment are sometimes hereinafter collectively referred to as the “ Lease ,” and all references to the Lease shall mean the Original Lease, as amended, whether or not such reference shall expressly refer to such amendment. Unless otherwise provided herein, all capitalized words and terms used herein shall have the same meanings ascribed to such words and terms as in the Original Lease.
NOW THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Landlord delivered possession of the Premises to Tenant on October 13, 2017. As such, the Term Commencement Date of the Lease is October 13, 2017.

2. The Rent Commencement Date is January 11, 2018.

3. The Term Expiration Date of the Lease is January 31, 2028.

4. Anything in the Lease to the contrary notwithstanding, the Free Rent Period shall mean ninety (90) days after the Rent Commencement Date. Therefore, the Free Rent Period shall be from January 11, 2018 through April 11, 2018.

5. Fixed Minimum Rent under the Lease shall be as follows:


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Period - Initial Term
Monthly Fixed Minimum Rent
Annual Fixed Minimum Rent
Term Commencement Date-Rent Commencement Date
$0
$0
January 11, 2018-April 11, 2018
$0
$0
April 12, 2018-January 31, 2023
$39,583.33
$475,000.00
February 1, 2023 - January 31, 2028
$43,541.67
$522,500.00
Period - Option Period #1, if exercised
Monthly Fixed Minimum Rent
Annual Fixed Minimum Rent
February 1, 2028- January 31, 2033
$47,895.83
$574,750.00
Period - Option Period #2, if exercised
Monthly Fixed Minimum Rent
Annual Fixed Minimum Rent
February 1, 2033- January 31, 2038
$52,687.50
$632,250.00
Period - Option Period #3, if exercised
Monthly Fixed Minimum Rent
Annual Fixed Minimum Rent
February 1, 2038- January 31, 2043
In accordance with Section 4.1.4 of the Original Lease
In accordance with Section 4.1.4 of the Original Lease

6. Within thirty (30) days of the Effective Date hereof, Tenant agrees to reimburse Landlord for work done pursuant to the change order attached hereto as Schedule 1, in the aggregate amount of Twenty-One Thousand Nine Hundred Eighty-Two Dollars ($21,982.00) [OPEN].

7. Anything in the Lease to the contrary notwithstanding, the Premises has been re-measured and Landlord and Tenant agree the Gross Leasable Area of the Premises is 12,210 square feet.

8. Subject to the provisions of Section 9 and Article 11 of the Original Lease, during the Term, Tenant shall be entitled to panel signage on one (1) side of the monument sign located at location GR.ID-2 and on two sides of the monument sign located at location GR.ID-1, as referenced on Sheet G.2b of the Signage Criteria (the “ Monument Sign ”), bearing Tenant’s name. Tenant acknowledges that the fabrication, installation, maintenance, repair, use and removal of its panel signage shall be at Tenant’s sole cost and expense. Further, the nature, colors, graphics, materials, content, dimensions, placement, location and installation method of Tenant’s panel signage for the Monument Sign shall be subject to Landlord’s Signage Criteria, the reasonable approval of Landlord and to the approval of any applicable governmental or regulatory agency. Tenant shall share the cost of operation, maintenance and repair of the Monument Sign, such share to be a fraction, the numerator of which shall be the square footage of the sign panels that Tenant is allowed to place on the Monument Sign, and the denominator of which shall be the square footage of all tenant sign panels placed on the Monument Sign. All costs payable by Tenant under this Section 9 in respect of the Monument Sign shall be paid within thirty (30) days following Tenant’s receipt of a bill therefor.

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9. Subject to the OEA and all applicable Laws, Tenant shall be allowed to place and maintain one (1) 10’ x 40’ storage container in reasonable proximity to the Premises and located in the Common Area behind the Premises.

10. This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns under the Lease.

11. This First Amendment may be executed by facsimile or pdf and facsimile and pdf signatures shall have the same force and effect as originals.

12. This First Amendment shall be governed by and construed in accordance with the laws of the State of Hawaii.

13. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14. This First Amendment contains the entire agreement between the parties with respect to the subject matter herein contained and all preliminary negotiations with respect to the subject matter herein contained are merged into and incorporated in this First Amendment and all prior documents and correspondence between the parties with respect to the subject matter herein contained are superseded and of no further force or effect, other than the Lease.

15. This First Amendment shall not be valid or binding on Landlord unless and until the same has been accepted by Landlord in writing and a fully executed copy is delivered to both parties hereto.

[ The balance of this page has been left blank intentionally. ]
     IN WITNESS WHEREOF, the parties have executed this First Amendment as of the Effective Date.

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LANDLORD :
PUUNENE SHOPPING CENTER, LLC,
a Delaware limited liability company


By:Terramar Retail Centers, LLC
a Delaware limited liability
company,
Its Sole Member

By:
Name:
Title:


 
TENANT :
PETCO ANIMAL SUPPLIES STORES, INC.,   a Delaware corporation


By:
Name:
Title:



                            
 
Schedule 1

Change Orders
[Attached]
  




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EXHIBIT 1
Approved Hokulei Unwind Documents (Updated as of 1/23/18)

HV - Hokulei Village, LLC
GF - Grove Farm Properties, Inc.
ASB - American Savings Bank, F. S. B.
SD - Saturn Development LLC (formerly Property Development Centers LLC)
SWY - Safeway, Inc.


 
Instrument
Approved Version
 
TRANCHE ONE
 
Release of Hokelei Seller’s Mortgage to BOA
 
 
Amendment of CPR Declaration releasing Lots A-G, H & K  
2836236_7_Amendment to Declaration of Condominium Property Regime and Condo Map (Hokulei Village)
 
Amendment of Condominium Map with Engineer’s Certificate
Amended Condo Map_2017-12-08
Engineer’s Certificate - Hokulei Village (2018-01-08)(SML)
 
Amendment to Condominium By-Laws
 
 
Assignment of Declarant Rights under CPR Declaration (HV to GF)
2839919_6_Assignment of Declarant Rights from HV re Phase 2 (01-15-2018)(final)
 
Partition Deed between GFP, ASB & HV
Partition Deed (HV-ASB-GF) (2018.01.12)(2) (SML)
 
Reciprocal Easement Agreement
2836422_3_Reciprocal Easement Agreement (01-15-2018)(final)(v.3) w-exhibits
 
Grant of Easement Roundabout Dedication Parcel
2841812_3_Roundabout Easement (01-15-2018)(final)
 
Restrictive Agreement
2836438_2_Phase 2 Restrictive Agreement_TML rev (01-15-2018)(final)
 
Declaration of Easements, Conditions and Restrictions Affecting Land
Declaration of ECR (1-9-2018) (CS) (2)
(01-15-2018)(final)(v.2)   w-exhibits
 
Termination and Release of Reservation of Rights in ASB Unit Deed
Termination and Release of Reserved Rights in ASB Unit Deed (01-15-2018))(final)
 
Termination and Release of Reservation of Rights in GF Unit Deed
Termination and Release of GFP Unit Deed (01-15-2018)(final)
 
First Amendment of Allocation of Housing Agreement Obligations (conversion of units to lots)
First Amendment to Allocation of Housing Agreement Obligations (01-15-2018)(final)
 
Limited Warranty Deed from Hokulei Seller to Purchaser
 
 
 
TRANCHE TWO
 
First Amendment of ASB Memorandum of Agreements (conversion of unit to lot)
First Amendment to ASB MOA (01-18-2018)(Tr.2)(CS)

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Second Amendment to SWY Memorandum of Shopping Center Lease (conversion of unit to lot)
Second Amendment to SWY MOL (01-18-2018)(Tr.2)(CS)
 
Termination and Release of Declaration of Easements (Phase 1) (A&B and ASB)
Term and Release of Decl. of Esmts Phase 1 (01-18-2018)(Tr.2)
 
Joinder and Consent to Second Amendment to SWY Memorandum of Shopping Center Lease by ASB
ASB Joinder & Consent to Second Amendment to SWY MOL (01-18-2018)(Tr.2)
 
Supplemental Declaration (GF re REA)
 
 
Subordination Agreement (REA & ECR) - Petco (unrecorded)
Hokulei_Petco_Subordination Agreement (4)
 
Subordination Agreement (REA & ECR) - Walgreen (unrecorded)
Hokulei_Walgreen_ Subordination Agremeent (2)
 
Of-record assignments of any documents to be released by Purchaser in Tranche Two
 



EXHIBIT 2
Hokulei Unwind Documents Recording Order

1.
TRANCHE ONE
2. Laulani & Pad G Land Recording Documents
3.
4.
1.                   Limited Warranty Deed by Laulani Seller to Purchaser
5.
2.                   Limited Warranty Deed by Pad G Seller to Purchaser
6.
3.                   Loan Assumption & Amendment to Loan Documents between Seller, Purchaser and The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”) [COUNT AS 2]
7.
4.                   UCC-3 Amendment filed by Northwestern Mutual
8.
9. Puunene Land Recording Documents
10.
5.                   Limited Warranty Deed by Puunene Seller to Purchaser
11.
12. Hokulei Land Recording Documents
13.
6.                   Release of Hokulei Seller’s Mortgage to Bank of America
14.
7.                   Amendment to Declaration of Condominium Property Regime Releasing Lots 1546-A through -G, -H & -K.
15.
8.                   Amendment of Condominium Map
16.
9.                   Amendment of Hokulei Land Condominium Bylaws
17.
10.               Assignment of Declarant Rights under Hokulei Land Declaration of Condominium Property Regime from Hokulei Seller to GFP
18.
11.               Partition Deed between Hokulei Seller, Grove Farm Partners (GFP) & American Savings Bank (ASB) [COUNT AS 3]
19.
12.               Reciprocal Easement Agreement
20.
13.               Grant of Easement Roundabout Dedication Parcel (Vehicular Access and Utilities)
21.
14.               Restrictive Agreement
22.
15.               Declaration of Easements and Conditions and Restrictions Affecting Land
23.
16.               Termination and Release of Reservation of Rights in ASB Hokulei Unit Deed
24.
17.               Termination and Release of Reservation of Rights in GF Hokulei Unit Deed
25.
18.               First Amendment of Allocation of Housing Agreement Obligations (conversion of units to lots)
26.
19.               Limited Warranty Deed from Hokulei Seller to Purchaser

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27.
28. TRANCHE TWO
29.
30.
20.               Assignment and Assumption of Declarant Rights by Laulani Seller
31.
21.               Assignment and Assumption of Declarant Rights by Pad G Seller
32.
22.               Assignment and Assumption of Declarant Rights by Puunene Seller
33.
23.               Assignment and Assumption of Declarant Rights by Hokulei Seller
34.
24.               Amendment of ASB Hokulei MOA (conversion of unit to lot)
35.
25.               Amendment of Safeway Hokulei Memorandum of Lease (conversion of unit to lot)
36.
26.               Termination and Release of Declaration of Easements (Hokulei Phase 1)
37.
27.               Joinder and Consent to Amendment to Memorandum of Shopping Center Lease by ASB
38.
28.               Any other documents that are to be recorded with respect to the transactions contemplated by the Agreement or related to closing such transactions but not otherwise listed on this Exhibit A.


FOURTEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Fourteenth Amendment to Purchase and Sale Agreement (this “ Amendment ”) is made and entered into as of February , 2018, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017, as amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017, Second Amendment to Purchase and Sale Agreement dated December 19, 2017, Third Amendment to Purchase and Sale Agreement dated December 20, 2017, Fourth Amendment to Purchase and Sale Agreement dated December 21, 2017, Fifth Amendment to Purchase and Sale Agreement dated December 28, 2017 (“ Fifth Amendment ”), Sixth Amendment to Purchase and Sale Agreement dated January 5, 2018, Seventh Amendment to Purchase and Sale Agreement dated January 8, 2018, Eighth Amendment to Purchase and Sale Agreement dated January 9, 2018, Ninth Amendment to Purchase and Sale Agreement dated January 12, 2018, Tenth Amendment to Purchase and Sale Agreement dated January 16, 2018, Eleventh Amendment to Purchase and Sale Agreement dated January 19, 2018, Twelfth Amendment to Purchase and Sale Agreement dated January 23, 2018, and Thirteenth Amendment to Purchase and Sale Agreement dated January 24, 2018 (“ Thirteenth Amendment ”) (altogether, the “ Agreement ”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and
WHEREAS , the parties hereto desire to amend the Agreement as provided herein.

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Agreement
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:
85. Defined Terms .  All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement and Section references refer to Sections of the Agreement except as otherwise expressly provided.
86. Amendment of Schedule 2.2 . Schedule 2.2 to the Agreement is deleted and replaced with the new Schedule 2.2 attached hereto.
87. Purchase Price . Pursuant to Section 2 , The Purchase Price under the Agreement is amended to be TWO HUNDRED FIFTY-FOUR MILLION ONE HUNDRED SEVEN THOUSAND FIFTY-EIGHT DOLLARS AND 90/100 ($254,107,058.90) in order to reflect the credits on Schedules 2.1 and 2.2 .
88. Amendment of Schedule 2.1 Allocation of Purchase Price . Schedule 2.1 to the Agreement is deleted and replaced with the new Schedule 2.1 attached hereto.
89. Updated Hokulei Unwind Documents & Recording Order . The list of Hokulei Unwind Documents attached as Exhibit 1 to the Thirteenth Amendment is replaced with the updated list attached hereto as Exhibit 1 . The recording order of those documents attached to the Gap Closing Instructions is replaced with the recording order attached hereto as Exhibit 2 , and the final form of Gap Closing Instructions executed by the parties with respect to Closing shall include reference to Closing Date (as amended and may be further amended).
90. Other Agreements. The following agreements are hereby added to Amended Schedule 1.7 attached to the Fifth Amendment:
The rights of TRC Laulani Village, LLC, a Delaware limited liability company, under Agreement for Right of First Offer and Counteroffer dated June 6, 2013, by and between Property Development Centers LLC, a Delaware limited liability company, as Developer, and 91-1061 Keaunui Drive LLC, a Hawaii limited liability company.
91. Purchaser Acknowledgement of Satisfaction and/or Waiver of Certain Closing Conditions . Purchaser acknowledges that the conditions precedent to Purchaser’s obligation to close on its acquisition of the Property set forth in the following sections of the Agreement have either been satisfied or are hereby waived: delivery of Tenant Estoppel Certificates from Petco required pursuant to Sections 8.2.1 through 8.2.3 ; delivery of the Counterparty Estoppel Certificates from GFP regarding the Hokulei Land Reciprocal Easement Agreement and Restrictive Agreement Affecting Revised Phase 2 Land required pursuant to Section 8.3 and Seller’s delivery an estoppel required pursuant to Section 8(c) of the Thirteenth Amendment; Section 8.4 ; Section 8.7 ; Section 8.9 ; Section 8.10(b) ; Section 8.11 ; Section 8.12 ; and Section 8.13 .
92. Ratifications .  The Agreement, and all terms, provisions, conditions and exhibits contained in the Agreement, are hereby ratified, and shall be deemed in full force and effect, except as specifically herein amended.
93. Counterparts; Signatures .  This Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart

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shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Amendment. Signatures to this Amendment transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Amendment.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Amendment as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Jeff Pauker
Name: Jeff Pauker
Title: VP
company

By: /s/ Lance Parker
Name: Lance Parker
Title: President




SCHEDULE 2.2


SCHEDULE 2.1


EXHIBIT 1
Approved Hokulei Unwind Documents (Updated as of 2/16/18)

Hokulei Village - Checklist
As of February 16, 2018

HV - Hokulei Village, LLC
GF - Grove Farm Properties, Inc.
ASB - American Savings Bank, F. S. B.
SD - Saturn Development LLC (formerly Property Development Centers LLC)
SWY - Safeway, Inc.



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Instrument
Approved Version
 
TRANCHE ONE
 
Release of Hokelei Seller’s Mortgage to BOA
 
 
Amendment of CPR Declaration releasing Lots A-G, H & K  
2836236_8_Amendment to Declaration of Condominium Property Regime and Condo Map (Hokulei Village)
 
Amendment of Condominium Map with Engineer’s Certificate
[Revised condo map to be provided by GF]
 
Amendment to Condominium By-Laws
[Submitted by GF directly to TG]
 
Partition Deed between GFP, ASB & HV
Partition Deed (HV-ASB-GF) (2018.02.08)(SML) (TG changes)(v. 3)
 
Assignment of Declarant Rights under CPR Declaration (HV to GF)
2839919_6_Assignment of Declarant Rights from HV re Phase 2 (01-15-2018)(final)(v.2 unit J)
 
Reciprocal Easement Agreement
2836422_3_Reciprocal Easement Agreement (01-15-2018)(final)(v. 4 unit J) w-exhibits
 
Grant of Easement Roundabout Dedication Parcel
2841812_3_Roundabout Easement (01-15-2018)(final)
 
Restrictive Agreement
2836438_2_Phase 2 Restrictive Agreement_TML rev (01-15-2018)(final)(v.2 unit J)
 
Declaration of Easements, Conditions and Restrictions Affecting Land
Declaration of ECR (1-9-2018) (CS) (2)
(01-15-2018)(final)(v.3 unit J)   w-exhibits
 
Termination and Release of Reservation of Rights in ASB Unit Deed
Termination and Release of Reserved Rights in ASB Unit Deed (01-15-2018))(final)(v.2 unit J)
 
Termination and Release of Reservation of Rights in GF Unit Deed
Termination and Release of GFP Unit Deed (01-15-2018)(final)(v.2 unit J)
 
First Amendment of Allocation of Housing Agreement Obligations (conversion of units to lots)
First Amendment to Allocation of Housing Agreement Obligations (01-15-2018)(final)
(v.2 unit J)
 
Limited Warranty Deed from Hokulei Seller to Purchaser
 
 
 
TRANCHE TWO
 
First Amendment of ASB Memorandum of Agreements (conversion of unit to lot)
First Amendment to ASB MOA (01-18-2018)(Tr.2)(CS)
 
Second Amendment to SWY Memorandum of Shopping Center Lease (conversion of unit to lot)
Second Amendment to SWY MOL (01-18-2018)(Tr.2)(CS)
 
Termination and Release of Declaration of Easements (Phase 1) (A&B and ASB)
Term and Release of Decl. of Esmts Phase 1 (01-18-2018)(Tr.2)
 
Joinder and Consent to Second Amendment to SWY Memorandum of Shopping Center Lease by ASB
ASB Joinder & Consent to Second Amendment to SWY MOL (01-18-2018)(Tr.2)
 
Supplemental Declaration (GF re REA)
[Submitted by GF directly to TG]
 
Of-record assignments of any documents to be released by Purchaser in Tranche Two
 
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EXHIBIT 2
Hokulei Unwind Documents Recording Order

39.
AS OF 2/15/2018:
40.
41. TRANCHE ONE
42. Laulani & Pad G Land Recording Documents
43.
44.
1.                   Limited Warranty Deed by Laulani Seller to Purchaser
45.
2.                   Limited Warranty Deed by Pad G Seller to Purchaser
46.
3.                   Loan Assumption & Amendment to Loan Documents between Seller, Purchaser and The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”) [COUNT AS 2]
47.
4.                   UCC-3 Amendment filed by Northwestern Mutual
48.
49. Puunene Land Recording Documents
50.
5.                   Limited Warranty Deed by Puunene Seller to Purchaser
51.
52. Hokulei Land Recording Documents
53.
6.                   Release of Hokulei Seller’s Mortgage to Bank of America
54.
7.                   Amendment to Declaration of Condominium Property Regime Releasing Lots 1546-A through -G, -H & -K.
55.
8.                   Amendment of Condominium Map
56.
9.                   Amendment of Hokulei Land Condominium Bylaws
57.
10.               Partition Deed between Hokulei Seller, Grove Farm Partners (GFP) & American Savings Bank (ASB) [COUNT AS 3]
58.
11.      Assignment of Declarant Rights under Hokulei Land Declaration of Condominium Property Regime from Hokulei Seller to GFP
59.
12.               Reciprocal Easement Agreement
60.
13.               Grant of Easement Roundabout Dedication Parcel (Vehicular Access and Utilities)
61.
14.               Restrictive Agreement
62.
15.               Declaration of Easements and Conditions and Restrictions Affecting Land
63.
16.               Termination and Release of Reservation of Rights in ASB Hokulei Unit Deed
64.
17.               Termination and Release of Reservation of Rights in GF Hokulei Unit Deed
65.
18.               First Amendment of Allocation of Housing Agreement Obligations (conversion of units to lots)
66.
19.               Limited Warranty Deed from Hokulei Seller to Purchaser
67.
68. TRANCHE TWO
69.
70.
20.               Assignment and Assumption of Declarant Rights by Laulani Seller
71.
21.               Assignment and Assumption of Declarant Rights by Pad G Seller
72.
22.               Assignment and Assumption of Declarant Rights by Puunene Seller
73.
23.               Assignment and Assumption of Declarant Rights by Hokulei Seller
74.
24.               Amendment of ASB Hokulei MOA (conversion of unit to lot)
75.
25.               Amendment of Safeway Hokulei Memorandum of Lease (conversion of unit to lot)
76.
26.               Termination and Release of Declaration of Easements (Hokulei Phase 1)
77.
27.               Joinder and Consent to Amendment to Memorandum of Shopping Center Lease by ASB
78.
28.      Supplemental Declaration (GF re REA)

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79.
29.               Any other documents that are to be recorded with respect to the transactions contemplated by the Agreement or related to closing such transactions but not otherwise listed on this Exhibit A.



FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Hokulei Village, Lihue, HI
Laulani Village, Ewa Beach, HI
Pad G, Ewa Beach, HI
Puunene Shopping Center, Kahului, HI

This Fourth Amendment to Purchase and Sale Agreement (this “ Agreement ”) is made and entered into as of the 21st day of December, 2017, by and between HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”).
Recitals
WHEREAS , Seller and Purchaser entered into that certain Commercial Real Property Purchase and Sale Agreement dated November 22, 2017, which was amended by First Amendment to Purchase and Sale Agreement dated December 18, 2017, Second Amendment to Purchase and Sale Agreement dated December 19, 2017, and Third Amendment to Purchase and Sale Agreement dated December 20, 2017 (as amended, the “ PSA ”), for the sale and purchase of the above-referenced properties (collectively, the “ Property ”); and
WHEREAS , the parties hereto desire to amend the PSA as provided herein.
Agreement
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:
94. Due Diligence Period .  Under Section 8.1 of the PSA, the end of the Due Diligence Period shall be changed from 5:00 p.m., Hawaii-Aleutian Standard Time, on December 22, 2017, to 5:00 p.m., Hawaii-Aleutian Standard Time, on December 28, 2017.

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95. Ratifications .  This Agreement, and all terms, provisions, conditions and exhibits contained in the PSA, are hereby ratified, and shall be deemed in full force and effect, except as specifically herein amended.
96. Counterparts; Signatures .  This Agreement may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Agreement. Signatures to this Agreement transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Agreement.
[ Signature Page to Follow ]
IN WITNESS WHEREOF , Seller and Purchaser have executed this Agreement as of the day and year first above written.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Jeff Pauker
Name: Jeff Pauker
Title: VP
company

By: /s/ Lance Parker
Name: Lance Parker
Title: President

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is made effective as of November 22, 2017 (the “ Effective Date ”), by and among HOKULEI VILLAGE, LLC , a Delaware limited liability company (with respect to the Hokulei Land and other Property directly related thereto, “ Hokulei Seller ”), TRC LAULANI VILLAGE, LLC , a Delaware limited liability company (with respect to the Laulani Land and other Property directly related thereto, “ Laulani Seller ”), LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company (with respect to the Pad G Land and other Property directly related thereto, “ Pad G Seller ”) and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (with respect to the Puunene Land and other Property directly related thereto, “ Puunene Seller ”; together with Hokulei Seller, Laulani Seller and Pad G Seller, “ Seller ”), and A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company (“ Purchaser ”). In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
1. PURCHASE AND SALE . Subject to and in accordance with the terms and conditions set forth in this Agreement, Purchaser shall purchase from Seller and Seller shall sell to Purchaser, all of Seller’s right, title and interest in and to the following property (collectively, the “ Property ”):
1. those certain parcels of real estate located at (i) 4454 Nuhoe Street, Lihue, Kauai, Hawaii , commonly known as Hokulei Village, (ii) 91 - 1119 Keaunui Drive , Ewa Beach, Oahu, Hawaii, commonly known as Laulani Village, (iii) Lot 7 of the "Laulani Ewa Subdivision", Ewa Beach, Oahu, Hawaii, commonly known as Pad G and (iv) 100 Ho’okele Street, Kahului, Maui, Hawaii, commonly known as Puunene Shopping Center and legally described in attached Exhibits A-1 , A-2 , A-3 and A-4 , respectively, together with any and all appurtenances, hereditaments, privileges, development rights and easements belonging thereto (“ Hokulei Land ”, “ Laulani Land ”, “ Pad G Land ” and “ Puunene Land ”, respectively, and, collectively, the “ Land ”);

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2. all buildings, structures, improvements, and fixtures located on the Land and owned by Seller (collectively, the “ Improvements ”; the Land and the Improvements are collectively referred to as the “ Real Property ”);
3. all leases, occupancy agreements and license agreements affecting the Real Property or any part thereof, as of the Effective Date, and all guarantees thereof, together with any New Leases (as hereinafter defined) which do not require Purchaser’s consent or to which Purchaser has consented (or is deemed to have consented) pursuant to Section 9.3.1 (the “ Leases ”);
4. all furniture, furnishings, equipment, machinery and other tangible personal property, if any, owned by Seller, located in or on the Real Property and used solely in connection therewith, including but not limited to the tangible personal property described in the attached Schedule 1.4 (the “ Tangible Personal Property ”);
5. all maintenance, service, and other like contracts and agreements with respect to the ownership and operation of the Real Property or any portion thereof (excluding contracts affecting other properties in addition to the Real Property), to be listed on Schedules provided by Seller within seven (7) days after the Effective Date, together with any new contracts which do not require Purchaser’s consent or to which Purchaser consented (or is deemed to have consented) pursuant to Section 9.3.2 (the “ Service Contracts ”), except as expressly set forth to the contrary in this Agreement;
6. all intangible property, permits, licenses, approvals, guarantees and warranties pertaining exclusively to the Real Property and in each case used solely in connection with the ownership and operation of the Real Property (the “ Intangibles ”); and
7. those documents set forth on Schedule 1.7 attached hereto or listed on an amended Schedule 1.7 prepared by Seller within seven (7) days of the Effective Date (the “ Other Agreements ”) .
Those documents referenced in Sections 1.3 , 1.5 and 1.7 are collectively referred to in this Agreement as the “ Property Agreements ”. Prior to the date hereof, Seller has delivered or made available to Purchaser copies of the Property Agreements in Seller’s possession.
Notwithstanding anything set forth herein to the contrary, the term “ Property ” expressly excludes (i) all property owned by tenants or other users or occupants of the Real Property, (ii) all rights with respect to any refund of taxes applicable to any period prior to the Closing Date (as defined in Section 4 below), (iii) all rights to any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5 below), (iv) all of Seller’s interest in cash, securities, lender deposits and reserves and accounts receivable (except to the extent Seller receives proration therefor), (v) financial data with respect to the Property for the period prior to the Closing (subject to Section 4.5 below), (vi) any promissory notes relating to any Lease in favor of Seller for accounts receivable arising solely prior to the Effective Date, (vii) the names “Terramar”, “TRC”, “TRC Retail”, or “Terramar Retail Centers, LLC”, and any derivation or combination thereof, and (viii) the Excluded Documents (as hereinafter defined), and Seller shall retain all of the property and rights referenced in the

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foregoing clauses (ii) through (viii). The property referenced in the foregoing clauses (i) through (viii) is referred to as the “ Excluded Property .”
2. PURCHASE PRICE . The total consideration to be paid by Purchaser to Seller for the Property is Two Hundred Sixty-Two Million Five Hundred Thousand and No/100 Dollars ($262,500,000.00) (the “ Purchase Price ”), plus or minus prorations and adjustments as hereinafter set forth. The allocation of the Purchase Price among the components of the Real Property is set forth on Schedule 2.1 Prior to Closing the parties shall amend this Agreement to reduce the Purchase Price by the amount of the credits set forth on Schedule 2.2 (Leasing & Construction Credits) and Section 9.4 , as they may be adjusted pursuant to Sections 4.3.8 and 9.4 , and the Schedule 2.1 allocations shall be adjusted accordingly. For the avoidance of doubt, after reducing the Purchase Price as contemplated in the preceding sentence, the credits accounting for such reductions shall no longer be applicable.
1. Earnest Money . Within two (2) business days after the Effective Date, Purchaser shall deliver to Title Guaranty Escrow Services, Inc., attention Jeremy Trueblood, as escrow agent for Title Insurer (as hereinafter defined) (“ Escrow Agent ”), an amount equal to One Million and No/100 Dollars ($1,000,000.00) in immediately available funds (the “ Initial Earnest Money ”). If Purchaser delivers Notice of Acceptance (as hereinafter defined) pursuant to Section 8.1 below, then Purchaser shall deliver to Escrow Agent an additional amount equal to One Million Six Hundred Twenty-Five Thousand and No/100 Dollars ($1,625,000.00) in immediately available funds (the “ Additional Earnest Money ”) within two (2) business day after the expiration of the Due Diligence Period (as defined in Section 8.1 ), so that the total earnest money deposit held by Escrow Agent (exclusive of interest earned thereon) shall equal Two Million Six Hundred Twenty-Five Thousand and No/100 Dollars ($2,625,000.00). The Initial Earnest Money and the Additional Earnest Money, to the extent deposited, together with any interest earned thereon and net of investment costs, are referred to in this Agreement as the “ Earnest Money .” The Earnest Money shall be invested as Purchaser directs. Any and all interest earned on the Earnest Money shall be reported to Purchaser’s federal tax identification number. Except as expressly set forth herein to the contrary, the Earnest Money shall become nonrefundable upon the expiration of the Due Diligence Period if Purchaser delivers Notice of Acceptance pursuant to Section 8.1 on or before the expiration of the Due Diligence Period. Notwithstanding the prior sentence, if the transaction fails to close because of Seller’s default under this Agreement and Purchaser elects to terminate this Agreement pursuant to Section 7.1 , or if the transaction fails to close due to failure of a condition precedent to Purchaser’s obligations to close, then the Earnest Money shall be returned to Purchaser. If the transaction closes in accordance with the terms of this Agreement, then Escrow Agent shall deliver the Earnest Money to Seller at Closing as payment toward the Purchase Price. The parties shall promptly direct Escrow Agent to deliver the Earnest Money in accordance with this Agreement.

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2. Cash Balance . At least two (2) business days before Closing, Purchaser shall deposit with Escrow Agent the Purchase Price in immediately available funds, less the Earnest Money, plus or minus the prorations described in this Agreement (such amount, as adjusted, being referred to as the “ Cash Balance ”).
3. Independent Consideration . Notwithstanding anything to the contrary contained in this Agreement, if this Agreement is terminated for any reason which entitles Purchaser to the return of the Earnest Money, then the sum of One Hundred and No/100 Dollars ($100.00) of such Earnest Money (the “ Independent Contract Consideration ”) shall be paid to Seller from the Earnest Money, which amount Seller and Purchaser have bargained for and agreed to as independent and sufficient consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is non-refundable and separate consideration from any other payment or deposit required by this Agreement, and Seller shall retain the Independent Contract Consideration upon any termination of this Agreement notwithstanding any other provision of this Agreement to the contrary.
3. EVIDENCE OF TITLE . Seller agrees to furnish Purchaser with good and marketable title to the Property in accordance with the terms of this Agreement, subject only to the Permitted Exceptions. Notwithstanding the foregoing, Seller shall be obligated to at Closing discharge any mortgages, mechanics and materialmen’s liens, and other monetary liens of any kind affecting the Property, except for (i) the lien of real property taxes not then due, and (ii) the recorded Loan Documents affecting the Laulani Land to be assumed by Purchaser as provided in Section 11.20 . Purchaser’s obligation to close this transaction shall be subject to the irrevocable commitment by Title Guaranty of Hawaii, Inc. and Land Services USA, Inc., as agents for Chicago Title Insurance Company (collectively, the “ Title Insurer ”) to issue to Purchaser at Closing Form 2006 extended ALTA Owners Protection Policies of Title Insurance for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the respective amounts set forth in Schedule 2.1 , subject only to the Permitted Exceptions (as defined in Section 3.2 ) and with endorsements against mechanics and materialmen’s liens and such other endorsements as Purchaser may elect (individually and collectively, the “ Title Policy ”); provided, however, the failure of Title Insurer to irrevocably commit to issue the Title Policy shall not be a Seller default hereunder. Seller shall at its expense provide the Title Insurer with such affidavits, agreements and surveyor certifications customarily required or reasonably requested by the Title Insurer in order to issue the Title Policy; provided, however, the failure of Seller to provide such items shall not be a Seller default hereunder.
1. Title and Survey Review . Purchaser hereby acknowledges that Seller has delivered to Purchaser (a) the title commitments listed on Exhibits F-1 through F-4 attached hereto (the “ Preliminary Title Commitments ”); and (b) the most recent existing surveys of the Real Property in Seller’s possession, if any (the “ Surveys ”). Seller has ordered updates of the Surveys with respect to the Real Property (the “ Updated Surveys ”). Seller shall cause copies of the Updated Surveys to be delivered to Purchaser when available, and, subject to Section 3.2 , Purchaser shall thereafter coordinate directly with the surveyor(s) to address any comments or requested changes Purchaser has to the Updated Surveys.

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2. Permitted Exceptions . No later than December 7, 2017, Purchaser shall notify Seller in writing of any matters shown on the Preliminary Title Commitments (or updates thereto) and the Updated Surveys to which Purchaser objects (the " Disapproved Title and Survey Exceptions "). All matters shown on the Preliminary Title Commitments and the Updated Surveys to which Purchaser does not so object shall be deemed “ Permitted Exceptions ”. No later than five (5) business days following Seller's receipt of Purchaser's Disapproved Title and Survey Exceptions, Seller shall inform Purchaser in writing as to whether Seller will cause the Disapproved Title and Survey Exceptions to be removed from title to the Property prior to the Closing. If Seller fails to deliver its response within such period, Seller shall be deemed to have elected not to eliminate the Disapproved Title and Survey Exceptions. If Seller elects (or is deemed to have elected) not to eliminate any of the Disapproved Title and Survey Exceptions, then Purchaser may at any time prior to the end of the Due Diligence Period elect to terminate this Agreement. If Purchaser does not elect to terminate this Agreement and proceeds with the transaction, then Purchaser shall be deemed to have approved or waived all Disapproved Title and Survey Exceptions that Seller has elected not to eliminate or that Purchaser did not object to and such exceptions shall be Permitted Exceptions.
3. If after the date of Purchaser’s notice of Disapproved Title and Survey Exceptions any new title matter of record or new survey matter first arises as identified on any updates or amendments to the Title Commitments or Updated Surveys, respectively (" New Title and Survey Exceptions "), Purchaser may request in writing that Seller remove such New Title and Survey Exceptions from title to the Property prior to the Closing provided however that any request to remove New Title and Survey Exceptions must be made within three (3) business days of Purchaser’s discovery of the New Title and Survey Exception. Seller shall have three (3) business days following Seller's receipt of Purchaser's request to give Purchaser written notice as to whether any of the New Title and Survey Exceptions will be removed from title to the Property prior to the Closing. If Seller fails to deliver its response within such period, Seller shall be deemed to have elected not to eliminate the New Title and Survey Exceptions. This Agreement shall terminate upon Purchaser's written notice to Seller given within three (3) business days following Purchaser's receipt of Seller's response regarding any New Title Exceptions that Seller elects not to eliminate, or the date of Seller’s deemed election not to eliminate them. If Purchaser does not provide written notice of termination within this time period, then Purchaser shall be deemed to have elected to proceed with the transaction and to have approved or waived all New Title and Survey Exceptions that Seller has elected not to eliminate and such exceptions shall be Permitted Exceptions. If a New Title or Survey Exception first arises after the Due Diligence Period, the Closing Date shall be extended by the number of days (if any) necessary to allow the foregoing objection and response process to be concluded no later than three (3) business days prior to the Closing Date.
4. CLOSING . The closing of the transaction contemplated by this Agreement (the “ Closing ”) shall occur at 8:01 a.m., Hawaii-Aleutian Standard Time, on January 18,

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2018, or on such other date as the parties may hereafter agree (such day being sometimes referred to as the “ Closing Date ”), through escrow at the office of Escrow Agent located at 235 Queen Street, Honolulu, Hawaii 96813.
1. Seller’s Closing Deliveries . No later than two (2) business days prior to the Closing Date, Seller shall execute or cause to be executed (as necessary and as applicable to the entity comprising Seller and/or the sale of such entity’s right, title and interest in and to the Property as contemplated by this Agreement) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the following:
(a) limited warranty deeds for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land, and the Improvements thereon (individually and collectively the “ Deed ”), substantially in the form of Exhibit G attached hereto, conveying each such portion of the Real Property to Purchaser or to a Purchaser’s Designee (as hereinafter defined), duly executed by Seller;
(b) counterparts of (i) an Assignment and Assumption of Leases for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the form of Exhibit R attached hereto (individually and collectively the “ Assignment of Leases ”) in favor of Purchaser or Purchaser’s Designee, and (ii) with respect to any of the Leases for which there is a recorded memorandum or short form, a recordable memorandum of assignment;
(c) counterparts of a General Assignment and Assumption of Seller’s interest in the Service Contracts, the Intangibles and the Other Agreements for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the form of Exhibit S attached hereto (the “ General Assignment ”) in favor of Purchaser or Purchaser’s Designee, together with any counterparty consents that are required for such assignments; provided, however, Seller’s failure to deliver any such consents shall not be a Seller default hereunder;
(d) a bill of sale for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the form of Exhibit O attached hereto, conveying the Tangible Personal Property to Purchaser or Purchaser’s Designee;
(e) one original notice letter to each tenant, substantially in the form attached hereto as Exhibit H ;
(f) one original notice letter to each Service Contract vendor, substantially in the form attached hereto as Exhibit I ;
(g) Seller’s certificate of non-foreign status, in the form attached hereto as Exhibit J ;
(h) counterparts of the Closing Statement (as defined in Section 4.3 below);
(i) such transfer and/or conveyance tax forms for each Deed as are required by law, including without limitation Hawaii Conveyance Tax

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Certificate Form P-64A in a form reasonably acceptable to Seller and Purchaser (“ Conveyance Tax Certificates ”);
(j) to the extent not addressed in clauses (e) or (f), above, one original notice letter to each party to any Property Agreement, substantially in the form attached hereto as Exhibit Q ;
(k) an affidavit of Seller as to debts and liens in form mutually acceptable to Seller and the Title Insurer which shall permit the Title Insurer to issue the Title Policy subject only to the Permitted Exceptions;
(l) an executed Hawaii Withholding Tax Return For Dispositions By Nonresident Persons of Hawaii Real Property Interests Form N-288 and Form N-288B, if not exempt;
(m) a Report of Bulk Sale and Transfer, State of Hawaii form G-8A, for Seller and/or Terramar Retail Centers, LLC, as applicable, bearing the Certification of the Director of the State Department of Taxation dated no more than ten (10) business days prior to Closing that such reports have been filed and that all taxes, penalties and interest payable by with respect to Seller’s business at or income from the Property have been paid;
(n) counterparts of a recordable Assignment and Assumption of Declarant Rights for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the form of Exhibit V attached hereto (individually and collectively the “ Assignment of Declarant Rights ”) assigning to Purchaser or Purchaser’s Designee all of Seller’s rights under the recorded declarations, reciprocal easement agreements and other documents listed on Schedule 4.1(n) ;
(o) the Guaranty in the form of Exhibit W attached hereto, duly executed by the Guarantor as provided in Section 10.2 ;
(p) such documents as may be required to effectuate the Loan Assumption;
(q) such releases, amendments, terminations or other documents required to remove any Disapproved Title and Survey Exception that Seller agreed to remove pursuant to Section 3 ;
(r) such other documents or instruments required hereunder or reasonably necessary to effectuate the Closing in accordance with this Agreement; and
(s) such authorizing documents of Seller as shall be reasonably required by the Title Insurer or Escrow Agent to evidence Seller’s authority to consummate the transactions contemplated by this Agreement.
The Closing Statement may be signed in .PDF counterparts on the Closing Date. Within five (5) business days following the Closing Date, to the extent available, Seller shall deliver to Purchaser the original (or copies, if Seller does not have originals) Property Agreements, and all plans and specifications, licenses and permits pertaining to the Property (all of which, to the extent at the Property, shall be left at the Property, and if not at the Property, shall be delivered to such address as Purchaser may elect).

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2. Purchaser’s Closing Deliveries . No later than two (2) business days prior to the Closing Date, Purchaser or the applicable Purchaser’s Designee shall execute or cause to be executed (as necessary) and deliver or cause to be delivered to Seller each of the following:
(a) counterparts of the Assignment of Leases and any memoranda thereof;
(b) counterparts of the General Assignment;
(c) counterparts of the Closing Statement;
(d) counterparts of the Deed;
(e) counterparts of the Assignment of Declarant Rights;
(f) the Conveyance Tax Certificates;
(g) the Cash Balance;
(h) such documents as may be required to effectuate the Loan Assumption;
(i) such other documents or instruments required hereunder or reasonably necessary to effectuate the Closing in accordance with this Agreement; and
(j) such evidence of Purchaser’s due formation, valid existence, good standing, power, authority, authorization and due execution and delivery as Seller, Title Insurer or Escrow Agent may reasonably request.
3. Closing Prorations and Adjustments . Seller shall prepare a statement of the prorations and adjustments required by this Agreement (the “ Closing Statement ”), and submit it to Purchaser for approval at least ten (10) business days prior to the Closing Date. Except as otherwise provided below, the items listed below are to be equitably prorated or adjusted as of 12:01 a.m. local time at the Real Property on the Closing Date, it being understood that for purposes of prorations and adjustments, Purchaser shall be deemed the owner of the Property on such day and Seller shall be deemed the owner of the Property prior to such day. The provisions of this Section 4.3 that contemplate post-Closing adjustments shall survive Closing for the applicable period of time set forth in this Section 4.3 .
1. Real estate and personal property taxes and assessments and other state, county and municipal taxes (other than conveyance or other transfer taxes), charges and assessments, as well as any assessments by private covenant constituting a lien or charge on the Property (collectively, “ Real Estate Taxes ”) shall be prorated at Closing for the then-current fiscal year of the applicable taxing authority in which the Closing Date occurs (the “ Current Tax Year ”), such that Seller shall be responsible for all Real Estate Taxes that are attributable to the period prior to the Closing Date and Purchaser shall be responsible for all Real Estate Taxes that are attributable to the period from and after the Closing Date. Notwithstanding the foregoing, in the event and to the extent that the tenants under the Leases have paid, shall pay or are required to pay any portion of the Real Estate Taxes directly to the relevant taxing authority or authorities, such portion of the Real Estate Taxes shall not be prorated. Notwithstanding anything contained herein, any refunds or rebates of Real Estate Taxes which accrued before the Closing

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Date shall remain the property of Seller, and Seller shall have the right to pursue any appeals filed prior to the Effective Date of Real Estate Taxes attributable to Seller’s period of ownership of the Property (including any appeal of Real Estate Taxes for the year in which Closing occurs) with respect to tax assessments for the Property. Seller may also file appeals for the 2018-2019 Real Property Tax year if the deadlines for such appeals fall before the Closing Date, provided that upon Closing Seller shall upon Purchaser’s request either dismiss such appeals or cooperate with Purchaser’s substitution for Seller in the appeals. Purchaser shall cooperate with Seller in connection with any such appeal at no out of pocket cost to Purchaser. If Seller is successful in any such tax appeal related to the fiscal tax period in which Closing occurs, any rebates or refunds shall be apportioned between the parties in the same proportion as the proration of Real Estate Taxes set forth on the Closing Statement executed by the parties at Closing. Seller will also calculate and refund to the Tenants’ accounts credits and charges if and where applicable. Seller will provide copies of this calculation, along with copies of the statements, to Purchaser, along with any balance due to Purchaser. If Purchaser is successful in any appeal of Real Estate Taxes which accrued during Seller’s period of ownership of the Property, any rebates or refunds shall be apportioned between the parties in the same proportion as the proration of the Real Estate Taxes set forth on the Closing Statement executed by the parties at Closing. Purchaser will also calculate and apply credits and charges to Tenant’s accounts, where applicable. Purchaser will provide copies of this calculation, along with copies of the statements, to Seller, together with any balance due to Seller. Either party that is successful in any appeal of Real Estate Taxes contemplated by this Section 4.3.1 shall be able to deduct its actual, documented, out-of-pocket costs paid to non-affiliated third parties in connection with the tax appeal from the rebates or refunds received before apportionment of the balance thereof. The provisions of this Section 4.3.1 shall survive the Closing.
2. Rent .
(a) Base Rent . Except for Percentage Rents covered by Section 4.3.2(b) , all “minimum” or “base” rent, common area maintenance (“ CAM ”), tenant reimburseables or similar charges, and any other amounts or charges payable by tenants under the Leases for the calendar month in which the Closing occurs shall be prorated on the basis of the number of days of such month prior to the Closing Date (which shall be allocated to Seller) and from and after the Closing Date (which shall be allocated to Purchaser). However, there shall be no proration at Closing of any rent which is delinquent as of the Closing Date, which shall be handled as provided in Section 4.3.2(c) .
(b) Percentage Rent . Overage or percentage rents (“ Percentage Rents ”) which are payable with respect to any period ending prior to the Closing Date or which have been accrued prior to the Closing Date shall be apportioned as soon as reasonably practical (and in any event 30 days after) Closing, so that the amount thereof under each of the Leases to which Seller

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shall be entitled, as finally determined, shall be the entire amount thereof with respect to any fiscal period ending prior to the Closing Date, and, for the applicable fiscal period in which Closing occurs, an amount which bears the same ratio to the total Percentage Rents as the number of days in such fiscal period which have elapsed prior to the Closing Date bears to the total number of days in such fiscal period. At the Closing, Seller shall deliver to Purchaser a schedule setting forth in reasonable detail the amount of Percentage Rent collected for the portion of the applicable fiscal period through the Closing Date. Following the Closing, Purchaser shall use reasonable efforts to collect any Percentage Rents which belong to Seller, and shall remit the same to Seller promptly upon their receipt, to the extent not credited to Seller at Closing, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. All Percentage Rents collected by Seller or Purchaser with respect to the fiscal period in which Closing occurs shall be applied in the same ratio as Seller and Purchaser are entitled pursuant to this Section 4.3.2(b) . Upon Seller’s request, Purchaser shall promptly deliver to Seller a copy of each bill relating to Percentage Rents submitted to tenants. The provisions of this Section 4.3.2(b) shall survive the Closing.
(c) Tenant Delinquencies . Rent and other charges under the Leases unpaid and delinquent as of Closing that are collected by Seller and Purchaser after the date of Closing shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to rentals due the month of Closing and then to delinquent rentals, if any, in inverse order of delinquency. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. Except as set forth herein, from and after the Effective Date, Seller shall not apply any tenant security deposit under the Leases, or initiate any litigation to collect amounts payable by Tenants under the Leases, provided that Seller may initiate (a) lease termination and collection actions regarding the Russo’s lease at the Laulani Land (which shall not be assumed by Purchaser at Closing), (b) collection actions with respect to certain pre-Closing Tenant Reconciliations as provided in Section 4.4 , and (c) apply the security deposit under the Fresh Press Hawaii LLC (Russo’s) Shopping Center Lease dated June 20, 2013 in accordance with such lease.

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(d) In the event that there shall be any amounts payable under any Leases other than those described in Sections 4.3.2(a), (b) , or (c) that, although relating to a period prior to Closing, do not become due and payable until after Closing or that are paid prior to Closing but are subject to adjustment after Closing, then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing shall, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing.
(e) Notwithstanding anything contained herein to the contrary, Seller shall retain the right after Closing to take such actions as it reasonably elects to collect amounts owed to Seller which are attributable to Seller’s period of ownership of the Property under this Section 4.3.2 or under Section 4.4 , provided that Seller shall not be entitled to seek termination of any Lease or otherwise evict any Tenant in connection with any action brought by Seller with respect thereto.
(f) This Section 4.3.2 shall survive Closing.
3. Costs Relating to New Leases . Any tenant improvement costs, tenant inducement costs, leasing commissions, or other leasing costs (excluding legal fees) paid or payable pursuant to any New Lease entered into in accordance with Section 9.3.1 below with a tenant other than the tenants listed on Schedule 2.2 shall be the responsibility of Purchaser, and to the extent Seller has paid any of the same prior to Closing, Seller shall receive a credit therefor from Purchaser at or as soon as reasonably practicable (not more than 60 days) after the Closing.
4. Security Deposits; Utility Deposits . Attached hereto as Exhibit B is a rent roll reflecting any unapplied security deposits and other forms of security held by Seller or its agents under the Leases. Purchaser shall receive a credit at Closing in the amount of all cash security deposits under the Leases. In addition, Seller shall assign and deliver to Purchaser as soon as reasonably practicable (and not later than 60 days) following Closing any and all letters of credit and other instruments held by Seller as security deposits under Leases and cause such letters of credit to identify Purchaser as the named beneficiary thereunder (which obligation shall survive Closing). Seller shall receive a credit at Closing in the amount of all refundable cash or other deposits posted with utility companies servicing the Property which are duly assigned to Purchaser at Closing or which remain in place for the benefit of Purchaser.
5. Utilities . As soon as reasonably practicable (and in any event no later than sixty (60) days) after Closing, Seller and Purchaser shall prorate all water, electric, cable, internet, telephone and all other utility and fuel charges, fuel on hand (at cost plus sales tax), and any other payments to utility companies based on actual charges incurred.
6. Service Contracts . Except as set forth in Section 9.3.2 , amounts due and any prepayments made under the Service Contracts shall

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be prorated as soon as reasonably practicable (and in any case within sixty (60) days) after Closing.
7. Fees Payable . License and permit fees, and similar fees and similar expenses of operation shall be prorated as soon as reasonably practicable (and in any case within sixty (60) days) after Closing.
8. Tenant Inducement Costs and Leasing Commissions . Except as contemplated in Section 9.3.1 , Purchaser shall be responsible for the payment of all of the following Tenant Inducement Costs (as hereinafter defined) and leasing commissions: (a) those set forth in a Lease existing as of November 15, 2017 which relate to any renewal or expansion of any Lease occurring after November 15, 2017; and (b) any others that are not Seller Commissions, including, without limitation, those set forth in Section 4.3.3 above (collectively, “ Purchaser Commissions ”). Seller shall be responsible for the payment of all of the following Tenant Inducement Costs and leasing commissions: (i) those specifically identified as Seller’s obligation on Schedule 2.2 ; and (ii) those set forth in a Lease existing as of November 15, 2017 which, pursuant to such Lease, are payable prior to the Closing Date or relate to the base term of any Lease or the renewal or expansion of any Lease that occurred prior to November 15, 2017 (collectively, “ Seller Commissions ”). For purposes hereof, the term “ Tenant Inducement Costs ” shall mean any payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, tenant allowances, costs of required landlord work under a lease, lease buyout costs (other than those accruing as a result of a buyout option executed by Purchaser after the Closing Date, which buyout costs shall be Purchaser’s sole and exclusive responsibility), conveyance tax, moving, design, refurbishment and club membership allowances, but specifically excluding legal fees or loss of income resulting from any free rental period (it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the Closing Date). The agreed tentative credit to Purchaser with respect to Tenant Inducement Costs and leasing commissions is set forth in Schedule 2.2 . Prior to Closing either party shall have the right to update Schedule 2.2 to reflect (a) any change to the scheduled Closing Date, (b) amounts credited to Purchaser on Schedule 2.2 that Seller actually paid prior to Closing, (c) adjustment to the Hawaii State Federal Credit Union credit shown on Schedule 2.2 based on the actual date of its lease execution and the date of substantial completion of the landlord’s work thereunder, and (d) adjustment to the Bedmart credit based on the date of substantial completion of the landlord’s work under its lease. The updated Schedule 2.2 shall be subject to the other party’s approval, which shall not be unreasonably withheld, and upon such approval the parties agree to reduce the Purchase Price to reflect the final amount of the credit. Seller hereby indemnifies, protects, defends and holds Purchaser and the

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Purchaser’s Designees, and their respective constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “ Purchaser Indemnified Parties ”), harmless from and against any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements, awards, penalties, costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “ Losses ”) that any or all of Purchaser or the Purchaser Indemnified Parties actually suffers and incurs as a result of the failure by Seller to timely pay or discharge any of the Seller Commissions (except to the extent Purchaser receives a credit therefore hereunder). Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller, its constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “ Seller Indemnified Parties ”) actually suffers or incurs as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser Commissions.
9. Other Agreements . Amounts, if any, payable by Seller or owed to Seller under the Other Agreements that are not credited to Purchaser at Closing pursuant to Section 9.4 shall be prorated at Closing.
10. Other Items . All other items customarily apportioned in connection with the sale of similar properties similarly located shall be prorated at Closing with an appropriate reproration as reasonably practicable (and in any event no later than sixty (60) days) following Closing.
To the extent any item of income or expense set forth in this Section 4.3 is expressly subject to final adjustment after Closing, then Seller and Purchaser shall make, and each shall be entitled to, an appropriate reproration to each such item promptly when accurate information becomes available. Any amounts due from one party to the other as a result of such reproration shall be paid promptly in cash to the party entitled thereto. Seller and Purchaser hereby covenant and agree to make available to each other for review such records as are necessary to complete such reprorations.
4. Tenant Reconciliation . Certain tenants under the Leases are currently paying Seller certain amounts (referred to herein as “ Tenant Reimbursements ”) based on Seller’s estimates for real estate taxes and assessments, common area maintenance, operating expenses and similar expenses (collectively, “ Tenant Reimbursable Expenses ”). Purchaser and Seller acknowledge and agree that Tenant Reimbursements which Seller collects from tenants at the Property for the period from January 1, 2017, through and including the date immediately prior to the Closing Date (“ Seller’s Reconciliation Period ”), may not yet have been reconciled with the tenants to the extent Seller’s recovery of such expenses from the tenants for such period exceeds, or is less than, the actual amount of such

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expenses for such period (the “ Tenant Reconciliation ”). In connection with the Tenant Reconciliation, the parties agree that (a) within a reasonable time after Closing, and in any event no later than 30 days after Closing, (i) Seller shall deliver to Purchaser the data reasonably supporting the Tenant Reimbursements that Seller collected from the tenants, if any, for Seller’s Reconciliation Period and the amount of Tenant Reimbursable Expenses actually paid by Seller during Seller’s Reconciliation Period and (ii) Seller shall prepare the final Tenant Reconciliation for the period from January 1, 2017 through and including December 31, 2017 in accordance with the terms and conditions of the applicable Leases (the “ 2017 Tenant Reconciliation ”) and (b) in satisfaction of Tenant Reimbursements for the period after December 31, 2017, at Closing, Purchaser shall receive a credit in an amount equal to the Tenant Reimbursements Seller collects from the Property attributable to the period of time from the Closing Date to the end of the month in which Closing occurs. Upon completion of the 2017 Tenant Reconciliation Seller shall provide Purchaser with the results, and Seller shall credit or bill tenants, as applicable, for any amounts owed with respect to the Seller Reconciliation Period. If the Tenant Reconciliation for Seller’s Reconciliation Period shows that amounts collected from tenants during the Seller’s Reconciliation Period were more than the greater of (i) the amount of Tenant Reimbursable Expenses actually paid by Seller with respect to such period or (ii) the amount which Seller is entitled to recover under the terms of each Lease with respect to such period, as applicable, then Seller shall reimburse such tenant(s) to the extent of any over-payment of such Tenant Reimbursements actually received by Seller for such portion of Seller’s Reconciliation Period. If it is determined that any tenant has underpaid Seller for any portion of the Tenant Reimbursable Expenses due with respect to Seller’s Reconciliation Period, Seller shall have the sole right to collect the amount of any such deficiency from the applicable tenant(s) and Purchaser shall have no obligation to Seller with respect to such amounts. In connection with the foregoing, Seller shall be permitted to make and retain copies of all Leases and all billings concerning Tenant Reimbursements for such period(s). Seller and Purchaser covenant and agree to reasonably cooperate with the other (at no third party cost) for the purpose of collecting any amounts due from tenants or responding to any claim by tenants for reimbursement of Tenant Reimbursements. If Purchaser receives any payments to which Seller is entitled with respect to the Seller Reconciliation Period Purchaser shall promptly remit them to Seller. Except as set forth in clause (b) of this Section 4.4 , Seller shall have no obligation with respect to Tenant Reconciliation for the period from January 1, 2018 through and including the Closing Date or thereafter. The agreements of Seller and Purchaser set forth in this Section 4.4 shall survive the Closing.
5. Purchaser Audit & Accounting Requirements . In order to facilitate Purchaser’s preparation and reporting of trailing audited financials regarding the Property, from and after the Effective Date, and continuing after Closing, Seller shall provide Purchaser and Purchaser’s auditors with reasonable access to the accounting records and accounting employees of Seller as reasonably necessary to complete all SEC reporting obligations of Purchaser. Records available to

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Purchaser and its auditors shall include without limitation: (a) Copies of any unaudited financial statements of Seller for the years 2014, 2015 and 2016, and through Closing; (b) Trial balances (as of year-end and interim periods) and statement of account for each property; (c) Check Registers for disbursement testing; and (d) Seller’s general ledger detail of operating expenses. This Section 4.5 shall survive Closing.
6. Code Section 1031 Exchange . Purchaser intends to structure the acquisition of the Property as a tax-deferred exchange under Section 1031 of the U.S. Internal Revenue Code (“ Code ”). Likewise, Seller may convey the Property to Purchaser as part of a tax-deferred exchange under Section 1031 of the Code. Either Seller or Purchaser may assign this Agreement to a qualified intermediary in order to facilitate a Code Section 1031 exchange transaction. Seller and Purchaser agree to cooperate with each other in effecting such transaction, including, without limitation, consenting to the assignment of this Agreement to a qualified intermediary, provided that any such exchange transaction, and the related documentation, shall: (i) not require the other party to execute any contract (other than as set forth herein), make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand the obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, or (iii) not include acquiring title to any other property. In connection with Purchaser’s Code Section 1031 exchange Purchaser may elect to replace the Earnest Money with an equal amount of Purchaser’s exchange proceeds. In connection with and without limiting the foregoing, Seller agrees to execute and deliver to Purchaser no later than five (5) days prior to Closing, the Assignment and Assumption Agreement attached hereto as Exhibit T and the Assignment and Release Agreement attached hereto as Exhibit U . This Section 4.6 shall survive Closing.
7. Reservation of Rights to Contest . Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right to meet with governmental officials and to contest any reassessment or assessment of the Property or any portion thereof and to attempt to obtain a refund for any taxes previously paid. Seller shall retain all rights with respect to any refund of taxes applicable to any period prior to the Closing Date (and if requested by Seller from time to time, Purchaser shall assign such right to Seller pursuant to such assignments as Seller may reasonably request) and, at Seller’s request, Purchaser shall reasonably cooperate in any such proceeding at no third party cost to Purchaser. The provisions of this Section 4.7 shall survive the Closing.
8. Transaction Costs . Purchaser shall pay for the following closing and other transaction costs: (a) all title insurance costs and fees related to extended coverage under the Title Policies, endorsements to the Title Policies, and loan policy (or policies) title insurance costs and fees, including any endorsements required by Purchaser’s lender or Lender (as hereinafter defined) with respect to the Loan Assumption (as hereinafter defined), if any, (b) all recording charges except recording charges to release or terminate encumbrances that are not Permitted Exceptions, (c) costs of the Updated Surveys and surveyor certifications; and (d)

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one half of all escrow fees. Seller shall pay: (i) all title insurance costs and fees related to standard coverage under the Title Policies, (ii) State of Hawaii conveyance tax with respect to this transaction, (iii) recording charges to release or terminate encumbrances that are not Permitted Exceptions, and (iv) one half of all escrow fees. Seller and Purchaser shall each be responsible for the fees of their respective attorneys and other professional advisors. Any other transaction costs for which responsibility is not expressly set forth in this Agreement shall be paid by the party incurring such costs.
5. CASUALTY LOSS AND CONDEMNATION . If, prior to Closing, the Property, or any part thereof shall be condemned or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. In the event of a Material Loss (hereinafter defined), either Seller or Purchaser shall have the option to terminate this Agreement by giving notice to the other party within fifteen (15) days of the date of such condemnation, destruction or damage (but no later than the Closing), provided that if a Material Loss affects only the Hokulei Land and Improvements, the Puunene Land and Improvements, or the Laulani and Pad G Land and Improvements (each a “ Shopping Center ”), then Purchaser and Seller shall each have the option to (A) terminate this Agreement as to the affected portion of the Property only (“ Excluded Property ”), whereupon (i) this Agreement shall remain in effect as to the remainder of the Property, and (ii) the Purchase Price shall be reduced by the amount allocated to the Excluded Property on Schedule 2 or (B) terminate this Agreement in its entirety, whereupon the Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in this Agreement. If the condemnation, destruction or damage does not result in a Material Loss, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive (and Seller shall assign or pay over to Purchaser) any condemnation proceeds or proceeds of insurance under all policies of insurance applicable to the destruction or damage of the Property (including rent loss insurance to the extent applicable to rents which were to have been paid after the Closing), together with a credit in the amount of any deductible (and if prior to Closing Seller has incurred any reasonable costs to repair any of the same, Seller shall receive a credit from Purchaser for such costs at Closing), and Seller shall, from and after Closing, execute and deliver to Purchaser all customary proofs of loss and other similar items. If either party elects to terminate this Agreement in its entirety in accordance with this Section 5 , then the Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in this Agreement. For purposes of this Section 5 , a “ Material Loss ” means condemnation, damage or destruction of the Property as a whole (or as to any of the Shopping Centers) that is reasonably estimated to cost or be valued at (as the case may be) more than fifteen percent (15%) of the Purchase Price (or the portion of the Purchase Price allocated to the affected Shopping Center) or which causes tenants that pay, in the aggregate, fifteen percent (15%) or more of the aggregate base rent with respect to the Property (or the affected Shopping Center), to have the right to terminate their Leases (and such right has not been waived within thirty days of the date of the condemnation, damage or destruction).

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If the condemnation, damage or destruction occurs after the end of the Due Diligence Period, Purchaser shall have the option to extend the Closing Date by such reasonable period (not to exceed 15 days) necessary for determination of whether a Material Loss has occurred.
6. BROKERAGE . Seller agrees to pay upon Closing (but not otherwise), pursuant to separate agreement, a brokerage commission due to Eastdil Secured (“ Broker ”), for services rendered in connection with the sale and purchase of the Property. Except for Broker, which shall be paid by Seller, Seller and Purchaser shall each indemnify and hold the other harmless from and against any and all claims of all other brokers and finders claiming by, through or under the indemnifying party and in any way related to the sale and purchase of the Property, this Agreement or otherwise, including, without limitation, attorneys’ fees and expenses incurred by the indemnified party in connection with any such claim.
7. DEFAULT AND REMEDIES .
1. Purchaser’s Remedies . Notwithstanding anything to the contrary contained in this Agreement, if Closing does not occur due to a Seller default, then Purchaser may, as Purchaser’s sole and exclusive remedy hereunder and at Purchaser’s option, either (a) terminate this Agreement by written notice to Seller, Escrow Agent and Title Insurer given at any time after Seller shall have failed, for a period of five (5) days after written notice from Purchaser, to cure such default and, upon receipt of such notice of termination, Escrow Agent shall refund the Earnest Money to Purchaser and, if Seller’s default was the result of Seller’s intentional and willful act or failure to act, Seller shall reimburse Purchaser for all of its actual, documented, out-of-pocket costs paid to non-affiliated third parties in connection with this Agreement, up to a maximum aggregate amount of $300,000.00, whereupon neither party shall have any rights or obligations under this Agreement, except for those obligations which expressly survive Closing, or (b) upon notice to Seller not more than thirty (30) days after the originally scheduled Closing Date, and provided an action is filed within thirty (30) days thereafter, Purchaser may seek specific performance of Seller’s obligation to convey the Property, but not damages; provided, however, solely in the event that Purchaser elects to proceed under this clause (b) and, despite Purchaser’s commercially reasonable efforts related thereto, specific performance is not available, Purchaser may terminate this Agreement, whereupon (i) Escrow Agent shall refund the Earnest Money to Purchaser, (ii) if Seller’s default and/or the unavailability of specific performance was the result of Seller’s intentional and willful act or failure to act, Seller shall be obligated to pay to Purchaser an amount equal to Purchaser’s actual, documented, out-of-pocket costs paid to non-affiliated third parties in connection with this Agreement up to a maximum aggregate amount of $300,000.00, and (iii) neither party shall have any rights or obligations under this Agreement, except for those obligations which expressly survive Closing. Purchaser’s failure to seek specific performance as aforesaid shall constitute its election to proceed under clause (a) above.
Purchaser acknowledges and agrees that the waivers, releases and other provisions contained in this Section 7.1 as well as elsewhere in this Agreement, were a material factor

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in Seller’s acceptance of the Purchase Price and agreement to the terms of this Agreement, and that Seller is unwilling to sell the Property to Purchaser unless Seller is released and indemnified as expressly set forth herein. The releases by Purchaser set forth in this Agreement include claims of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist which, if known by Purchaser, would materially affect Purchaser’s release of Seller.
_____________         
(Purchaser’s Initials)     
Purchaser acknowledges and agrees that Purchaser, together with Purchaser’s counsel, has fully reviewed the disclaimers, waivers, releases, indemnities, etc., set forth in this Agreement, and understands the significance and effect thereof. The terms and conditions of this Section 7.1 will expressly survive the Closing, will not merge with the provisions of any closing documents, and will be incorporated into the Deed.
2. Seller’s Remedies . If the Closing does not occur by reason of any default by Purchaser, then Seller may, as its sole and exclusive remedy, terminate this Agreement by written notice to Purchaser, Escrow Agent and Title Insurer given at any time after Purchaser shall have failed, for a period of five (5) days after written notice from Seller, to cure such default, whereupon the Earnest Money shall be released to Seller as liquidated damages. Purchaser and Seller agree that it would be impractical and extremely difficult to estimate the damages suffered by Seller as a result of Purchaser’s failure to complete the purchase of the Property pursuant to this Agreement, and that under the circumstances existing as of the Effective Date, the liquidated damages provided for in this subsection represent a reasonable estimate of the damages which Seller will incur as a result of such failure; provided , however , that this provision will not waive or affect Purchaser’s indemnity obligations and Seller’s rights to those indemnity obligations under this Agreement. Therefore, Purchaser and Seller do hereby agree that a reasonable estimate of the total net detriment that Seller would suffer in the event that Purchaser defaults or fails to complete the purchase of the Property is an amount equal to the Earnest Money. This amount will be the full, agreed and liquidated damages for the breach of this agreement by Seller.
_____________              ____________
(Purchaser’s Initials)          (Seller’s Initials)
3. Post-Closing Remedies . After Closing, Seller and Purchaser shall, subject to the terms and conditions of this Agreement (including without limitation the provisions of Section 10 and Section 11.7 hereof), have such rights and remedies as are available at law or in equity, except that neither Seller nor Purchaser shall be entitled to recover from the other consequential or special damages.
8. PURCHASER’S CONDITIONS PRECEDENT . Each of the conditions set forth in this Section 8 is a condition precedent to Purchaser’s obligation to close on its

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acquisition of the Property. If any of these conditions are not satisfied by the deadline applicable to it (or by Closing where no deadline is specified) or waived by Purchaser in its discretion, Seller shall not be in default under this Agreement and (i) Purchaser’s sole remedy related thereto shall be to terminate this Agreement by delivering notice to Seller on or before the applicable deadline (or by Closing where no deadline is specified), whereupon the Earnest Money shall be refunded to Purchaser and Seller and Purchaser shall have no further obligations under this Agreement except for obligations that expressly survive termination; and (ii) if Purchaser fails to timely deliver any such notice of termination, it shall be deemed to have waived the condition(s) precedent in question, whereupon the parties shall proceed to Closing.
1. Due Diligence Period . Purchaser shall have until 5:00 p.m., Hawaii-Aleutian Standard Time, on December 18, 2017 (the “ Due Diligence Period ”) within which to inspect the Property, obtain any necessary internal approvals to the transaction, and satisfy itself as to all matters relating to the Property, including, but not limited to, environmental, engineering, structural, financial, title and survey matters. Seller shall use good faith efforts to deliver or make available to Purchaser (which may be through an electronic data room) copies of any and all reports and agreements relating to the Property reasonably requested by Purchaser, including without limitation the documents listed on Schedule 8.1 , to the extent in Seller’s possession or control (the “ Documents ” or “ Seller’s Due Diligence Documents ”); provided , however , that except as provided in Section 4.5 the Documents shall not include, and Seller shall have no obligation to make available to Purchaser, Seller’s company records, business plans, internal memoranda (including any internal evaluations of third-party reports concerning the Property), financial projections, budgets, appraisals, valuations, opinions of value, property condition reports, any agreements and documents which Seller is required to keep confidential pursuant to any agreement, accounting and tax records, communications between Seller and its attorneys, the work product of Seller’s attorneys, and similar proprietary, confidential or privileged information (collectively, the “ Excluded Documents ”). The Documents and any other due diligence materials that are provided by Seller to Purchaser are being furnished for informational purposes only and without representation or warranty as to the accuracy or completeness of such materials, except as expressly set forth in Sections 9.1.5 and 9.1.6 . From and after the Effective Date Purchaser and its consultants shall have the right to inspect the Property in accordance with the terms of the parties’ Right of Entry Agreement dated October 24, 2017 (the “ ROE ”), which shall remain effect until Closing or earlier termination of this Agreement notwithstanding any language to the contrary contained in the ROE (including, without limitation, Section 2 of the ROE), subject to those provisions of the ROE which expressly survive termination of this Agreement or the ROE. If Purchaser determines (in its sole and absolute discretion) during the Due Diligence Period that the Property is acceptable to Purchaser, then prior to the end of the Due Diligence Period Purchaser may give Seller notice of acceptance of the Property (“ Notice of Acceptance ”), whereupon the parties shall proceed to close this transaction, on and subject to the terms and conditions of this Agreement. If Purchaser does not give Seller Notice of Acceptance prior to the end of the Due

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Diligence Period, Purchaser shall be deemed to have terminated this Agreement, whereupon Escrow Agent shall promptly refund the Earnest Money to Purchaser, and neither party shall have any further rights or obligations under this Agreement or the ROE except those which expressly survive termination of this Agreement or the ROE. Purchaser’s right of inspection pursuant to this Section 8.1 is and shall remain subject to the rights of tenants under the Leases and other occupants and users of the Property and Purchaser shall use reasonable efforts to minimize interference with tenants and Seller’s operation of the Property. No inspection shall be undertaken without forty-eight (48) hours’ prior notice to Seller. Seller or Seller’s representative shall have the right to be present at any or all inspections. Neither Purchaser nor its agents or representatives shall contact any tenants or any third party to any Property Agreement without the prior consent of Seller (which shall not be unreasonably withheld or conditioned) and Purchaser shall permit Seller to participate in any such contact.
2. Estoppel Certificates . As a condition to Purchaser’s obligation to close hereunder, Purchaser shall have received no later than January 12, 2018, estoppel certificates, dated no earlier than November 27, 2017, in accordance with Sections 8.2, 8.2.1, 8.2.2, 8.2.3 and 8.2.4 (“ Tenant Estoppel Certificates ”). The Tenant Estoppel Certificates delivered to the tenants for execution shall be in the form of Exhibit L attached hereto (the “ Form Tenant Estoppel Certificate ”), without modifications by the tenants materially contrary to the terms of the leases to which they pertain. In the event that Seller does not provide to Purchaser the required Tenant Estoppel Certificates when due, Seller shall not be in default hereunder but Purchaser may, by written notice to Seller given no later than two (2) business days before the Closing Date, either (A) elect not to purchase the Property, in which event the Earnest Money shall be returned to Purchaser, at which time this Agreement shall terminate and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement, or (B) elect to purchase the Property notwithstanding Seller’s inability to provide Tenant Estoppel Certificates, in which event Purchaser shall be deemed to have waived the condition contained in this Section 8.2 . If Purchaser fails to deliver such written notice as described above, Purchaser shall be deemed to have elected item (B) above. If any Tenant Estoppel Certificate contains statements or allegations that a default or potential default exists on the part of Seller under the Lease in question or contains information inconsistent with any representations or warranties of Seller contained in this Agreement and Purchaser elects to close the purchase and sale transaction contemplated herein notwithstanding the existence of such statements, allegations or information, then such Tenant Estoppel Certificates shall be deemed acceptable for purposes of this Section, notwithstanding the existence of such allegations, statements or information, and Seller shall have no liability to Purchaser hereunder with respect to the existence of such allegations, statements or information (including without limitation any claim for breach of a representation or warranty).
1. Laulani Tenant Estoppel Requirements . For Laulani (including the Pad G Land), Tenant Estoppel Certificates shall be required from tenant

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comprising not less than eighty percent (80%) of Laulani’s gross leasable area under lease as of the expiration of the Due Diligence Period calculated on the basis of the GLA stated on Seller’s rent roll (“ GLA ”), which estoppels shall in any event include estoppels from Safeway, Ross, Petco and Walgreens.
2. Hokulei Tenant Estoppel Requirements . For Hokulei, Tenant Estoppel Certificates shall be required from (a) tenants comprising not less than eighty percent (80%) of Hokulei’s GLA under lease and paying rent as of the expiration of the Due Diligence Period, which estoppels shall in any event include estoppels from Safeway, Walgreens and Petco, and (b) tenants comprising not less than eighty percent (80%) of Hokulei’s GLA under lease but not paying rent as of the expiration of the Review Period.
3. Puunene Tenant Estoppel Requirements . For Puunene, Tenant Estoppel Certificates shall be required from (a) tenants comprising not less than eighty percent (80%) of Puunene’s GLA under lease and paying rent as of the expiration of the Due Diligence Period, and (b) tenants comprising not less than eighty percent (80%) of Puunene’s GLA under lease but not paying rent as of the expiration of the Due Diligence Period, which estoppels shall in any event include estoppels from Petco, Planet Fitness and ULTA.
4. Other Tenants . Tenant Estoppel Certificates shall be required for all tenants under any New Leases entered into after the expiration of the Due Diligence Period.
3. Real Property Agreement Counterparty Estoppels. No later than January 12, 2018, Seller shall deliver to Purchaser estoppel certificates from each of the counterparties under the recorded Declarations, Reciprocal Easement Agreements and other documents listed on Schedule 4.1(n) (each a “ Counterparty Estoppel Certificate ”). The Counterparty Estoppel Certificates shall be in forms prepared by Purchaser prior to the end of the Due Diligence Period and reasonably acceptable to Seller.
4. Construction Counterparty Estoppels. No later than January 12, 2018, Seller shall deliver to Purchaser estoppel certificates from each of the counterparties under the Other Agreements listed on Schedule 1.7 involved in the design, engineering or construction of the Work or the Ulta Work at the Puunene Land (each a “ Construction Counterparty Estoppel Certificate ”). The Counterparty Estoppel Certificates shall be in forms prepared by Purchaser prior to the end of the Due Diligence Period and reasonably acceptable to Seller and shall, among other things, certify to Purchaser the total amount payable to the counterparty under its contract (including retainage) not previously paid by Seller.
5. Accuracy of Seller’s Representations and Warranties . All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with modifications permitted under Section 9.2 or not materially adverse to Purchaser or the Property).
6. Title Policies . As a condition to Purchaser’s obligation to close hereunder, provided that Purchaser has complied with all requirements of the Title

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Insurer with respect thereto, Purchaser shall have received the Title Policies (or the Title Insurer’s irrevocable commitment to issue same) dated as of the Closing Date, in the amount of the Purchase Price, naming Purchaser as insured thereunder, subject only to the Permitted Exceptions.
7. New Leases. Purchaser’s obligation to close is contingent on execution of New Leases by each of the tenants listed on Schedule 9.3.1 in accordance with the requirements of Section 9.3.1 prior to Closing.
8. Termination of Hokulei CPR . Purchaser’s obligation to close is contingent on recording by Closing of the documents necessary to (i) terminate the existing condominium affecting the Hokulei Land, and (ii) vest fee simple title in Lots 1546-A through 1546-F as shown on Map 201 filed with Land Court Application 1087 in the Hokulei Seller.
9. Third Party Consents. Seller shall have delivered to Purchaser by Closing all consents of counterparties to the Property Agreements required for the assignment of such Property Agreements to Purchaser. Such consents shall be in forms prepared by Purchaser prior to the end of the Due Diligence Period and reasonably acceptable to Seller.
10. Puunene CPR Documentation. Prior to Closing (a) an as-built condominium map for all improvements at the Puunene Land shall have been recorded in accordance with Sections 514B-33 & -34, Hawaii Revised Statutes, and (b) Puunene Seller shall have received a assignment of the declarant rights under the Declaration of Condominium Property Regime affecting the Puunene Land. Such assignment shall be in a form prepared by Purchaser prior to the end of the Due Diligence Period and reasonably acceptable to Seller.
11. Release of Memorandum of Russo’s Lease at Laulani. Prior to Closing Seller shall cause the release of the recorded memorandum of the Fresh Press Hawaii LLC (Russo’s) Shopping Center Lease dated June 20, 2013 that affects title to the Laulani Land, or alternatively cause the Title Company to insure over it.
9. REPRESENTATIONS, WARRANTIES AND COVENANTS .
1. Seller’s Representations and Warranties . Subject to Section 9.6 and as of the Effective Date, the following representations and warranties are given by Seller provided, however, that each representation and warranty below shall be deemed to have been given individually on behalf of each entity comprising Seller, solely as to itself and/or the Property owned by the respective Seller entity only (that is, Hokulei Seller makes representations and warranties only as to itself and/or the Property related to the Hokulei Land, Laulani Seller makes representations and warranties only as to itself and/or the Property related Laulani Land, Pad G Seller makes representations and warranties only as to itself and/or the Property related to the Pad G Land and Puunene Seller makes representations and warranties only as to itself and/or the Property related to the Puunene Land):
1. Organization and Authority . Seller is duly organized, validly existing, and in good standing as a limited liability company in the State of Delaware. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This

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Agreement has been, and all of the documents to be delivered by Seller at the Closing will be, authorized and properly executed and constitutes, or will constitute, as appropriate, the valid and binding obligation of Seller, enforceable in accordance with their terms.
2. No Conflict . The execution and delivery of this Agreement, the consummation of the transactions provided for herein and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any provision of Seller’s organizational documents. There is no agreement to which Seller is a party or, to Seller’s knowledge, binding on Seller which is in conflict with this Agreement.
3. Condemnation . Seller has not received from any governmental authority any written notice of, and does not have any actual knowledge of, any pending or threatened condemnation of the Property or any part thereof.
4. Litigation and Administrative Actions . Except as set forth on Exhibit N attached hereto, Seller has not initiated or been served with any litigation, administrative proceeding, appeal (including real property tax appeals) or similar action which remains outstanding nor does Seller have any knowledge of any threatened litigation, administrative proceeding, appeal or similar action against Seller with respect to the ownership or operation of the Property.
5. Service Contracts . The list of Service Contracts delivered pursuant to Section 1.5 is materially true, correct and complete as of the Effective Date. To Seller’s knowledge, the copies of Service Contracts delivered to Purchaser pursuant to Section 3 of this Agreement are true, correct and complete in all material respects as of the date of their delivery.
6. Leases . Exhibit B includes the rent roll used by Seller in Seller’s ordinary course of business and contains a materially true, correct and complete list of all tenants and other occupants that are party to a Lease as of the Effective Date. The Leases delivered to Purchaser pursuant to this Agreement are, to Seller’s knowledge, true, correct and complete copies, in all material respects, of same. To Seller’s knowledge, as of the Effective Date, the Leases are in full force and effect. As of the Effective Date, except as set forth on Exhibit B , (i) Seller has not delivered any written notice to any tenants under the Leases alleging a default by a tenant under its particular Lease which remains uncured, (ii) Seller has not received any written notice from any tenants under the Leases alleging a default by Seller, as landlord, which remains uncured, (iii) to Seller’s knowledge, no litigation is pending between Seller and any tenants under the Leases and (iv) to Seller’s knowledge, all work to be performed by Seller, as landlord under the Leases, prior to the commencement of the Leases has been completed (except as otherwise provided in this Agreement).
7. Regulatory Compliance . Except as set forth in Exhibit P attached hereto, Seller has, to Seller’s knowledge, received no written notice from any governmental agency or authority asserting the existence of an uncured material violation of any applicable federal, state, county or

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municipal law, code, zoning or land use condition, rule or regulation with respect to the Property or to Seller, or stating that any investigation has been commenced or is contemplated regarding any of the same, which were caused as a result of or which arise out of, result from or relate to Seller’s (including Seller’s agents) ownership, operation, maintenance (or failure to maintain), repair (or failure to repair), use, improvement (or failure to improve), development and/or re-development of the Property, including, without limitation, any demolition, grading, soil compaction, construction and/or reconstruction thereon or related thereto.
8. Leasing Commissions and Tenant Improvement Costs . As of the Effective Date, all leasing commissions with respect to the prior and/or current terms of the Leases have been paid in full, other than as set forth on Schedule 2.2 attached hereto. As of the Effective Date, all Tenant Inducement Costs and allowances with respect to the prior and/or current terms of the Leases have been paid in full, other than as set forth on Schedule 2.2 attached hereto.
9. United States Person . Seller is a “United States Person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and shall execute and deliver an “Entity Transferor” certification at Closing.
10. Anti-Terrorism .
(a) Seller and its directors, officers, employees, agents and affiliates are not Sanctioned Persons.  “Sanctioned Person” means:  (a) an entity or individual named on the Consolidated Sanctions List maintained by the U.S. Office of Foreign Assets Control, or any successor list, or targeted by the U.S. Department of State under economic or financial sanctions or trade embargoes of the United States (“ Sanctions Laws ”); (b) any other entity or individual with which an entity incorporated in the United States is prohibited from dealing pursuant to Sanctions Laws; or (c) any entity or individual acting on behalf of anyone described in the foregoing clauses of this definition.
(b) Seller is in compliance, and shall remain in compliance, with Sanctions Laws and Anti-Money Laundering Laws (as hereinafter defined) and shall not, directly or indirectly, use any funds received from Purchaser in transactions with a Sanctioned Person or take any action that would cause Seller or Purchaser to be in violation of Sanctions Laws or Anti-Money Laundering Laws.  “ Anti-Money Laundering Laws ” means:  the U.S. Bank Secrecy Act, the USA PATRIOT Act, and all other laws of the United States that prohibit money laundering or other use of funds derived from illegal activity.
(c) Seller covenants to provide any information deemed necessary by Purchaser to comply with Purchaser’s obligations under Sanctions Laws or Anti-Money Laundering Laws, and this obligation shall survive the termination of this Agreement.

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11. Bankruptcy Matters . Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors, suffered the appointment of a receiver to take possession of substantially all of its assets, suffered the attachment or other judicial seizure of substantially all of its assets, admitted its inability to pay its debts as they come due, or made an offer of settlement, extension or composition to its creditors generally.
12. Re-Zoning . Seller is not a party to, nor does Seller have any actual knowledge of, any threatened proceeding for the rezoning of the Property or any portion thereof, that would have an adverse or material impact on the value of the Property or use thereof.
13. Personal Property . There is no personal property owned by Seller necessary for the ownership, operation, use, occupancy, leasing, or management of the Property, used at the Property but located off-site.
14. Puunene Work . The Contract, the Ulta Contract and all Design Professional Contracts (all as defined in Section 9.4 ) have not been amended, modified or supplemented and, to Seller’s knowledge, are each in full force and effect except as set forth on Schedule 1.7 . To Seller’s knowledge, there are no defaults under any material provision of such contracts, and all conditions to the continuing effectiveness of such contracts required to be satisfied as of the date hereof have been satisfied. Seller has not received any written advice or information from any of the counterparties to any of such contracts which, if true, could have a materially adverse effect upon timely completion of the Work or the Ulta Work, as applicable, in accordance with the terms thereof and the plans and specifications for the Work or the Ulta Work. To Seller’s actual knowledge there are no material defects with the Work.
15. Environmental Matters . To the extent of Seller’s actual knowledge and except as disclosed in the Documents, the Real Property is free from any flammable explosives, radioactive materials, asbestos, lead based paint, organic compounds known as polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” or “toxic substances” (collectively, “ Hazardous Materials ”) under any federal, state or local laws, ordinances or regulations, now or hereafter in effect, relating to environmental conditions, industrial hygiene or Hazardous Materials on, under or about the Property, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., the Clean Air Act, 42 U.S.C. Section 704, et seq., the Toxic Substances Control Act, 15 U.S.C.

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Sections 2601 through 2629, the Safe Drinking Water Act, 42 U.S.C. Sections 300f through 300j, and any similar state and local laws and ordinances and regulations now or hereafter adopted, published and/or promulgated pursuant thereto (collectively, the “ Hazardous Materials Laws ”), except in compliance with the Hazardous Materials Laws or for normal amounts petrochemical products stored or used in the operation of the Property and at all times used, stored, maintained and dispensed in accordance with Hazardous Materials Laws. To the extent of Seller’s actual knowledge, and except as specifically disclosed in the Seller’s Due Diligence Documents, the Property is not currently used in a manner which violates any Hazardous Materials Laws in any material respect. To the extent of Seller’s actual knowledge, Seller has not received any notice from a governmental agency for violation of Hazardous Materials Laws.
As used in this Agreement, phrases such as “to Seller’s knowledge” and similar phrases, as the context may require, shall mean the conscious actual knowledge (as opposed to constructive, deemed or imputed knowledge) of or receipt of written notice by Tim Pettit, Senior Vice President of Investment Management and CFO, Scott Grady, Senior Vice President of Development, Tom Kuehl, Senior Vice President of Acquisition and Leasing, and/or Victor Port, Director of Property Management (individually and collectively, the “ Knowledge Party ”), and shall not be construed, by imputation or otherwise, to refer to the knowledge of any other officer, agent, manager, representative or employee of Seller, any property manager or any of their respective affiliates. There shall be no duty imposed or implied to investigate, inspect or audit any such matters, and there shall be no personal liability on the part of the Knowledge Party.
2. Representations Remade . As of Closing, and subject to this provisions of Section 8.5 and this Section 9.2 , Seller shall be deemed to remake and restate the representations set forth in Section 9.1 , except that the representations shall be updated by delivering written notice to Purchaser (a “ Pre-Closing Disclosure ”) in order to reflect any fact, matter or circumstance that would make any of Seller’s representations or warranties contained herein untrue or incorrect in any material respect (a “ New Matter ”) of which the Knowledge Party becomes aware. If Seller delivers a Pre-Closing Disclosure at any time after the Effective Date regarding a New Matter, or if Purchaser otherwise discovers a New Matter after the end of the Due Diligence Period, Purchaser may terminate this Agreement within ten (10) days of the Pre-Closing Disclosure or the date of discovery, as applicable (and in any event no later than two (2) business days prior to Closing), by written notice to Seller. Upon such termination, Escrow Agent shall promptly refund the Earnest Money to Purchaser, and neither party shall have any further rights or obligations under this Agreement or the ROE except those which expressly survive termination of this Agreement or the ROE. If Purchaser does not elect to terminate, then (i) the breach by Seller of the representations or warranties with respect to the New Matter shall be deemed waived by Purchaser, (ii) Seller shall not be in default hereunder and

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shall have no liability to Purchaser or its successors or assigns in respect thereof, and (iii) there shall be no failure of a condition precedent as a result thereof. Notwithstanding anything in this Agreement to the contrary, if (a) at any time prior to Closing Purchaser has actual knowledge that any of Seller’s representations or warranties set forth in this Agreement are untrue in any respect, then (i) the breach by Seller of the representations or warranties as to which Purchaser has such actual knowledge shall be deemed waived by Purchaser, (ii) Seller shall not be in default hereunder and shall have no liability to Purchaser or its successors or assigns in respect thereof, and (iii) there shall be no failure of a condition precedent as a result thereof.
3. Seller’s Pre-Closing Covenants . The following covenants are made by Seller provided, however, that each covenant below shall be deemed to have been made individually on behalf of each entity comprising Seller, as to itself and/or the Property owned by the respective Seller entity only (that is, Hokulei Seller makes covenants only as to itself and/or the Property related to the Hokulei Land, Laulani Seller makes covenants only as to itself and/or the Property related to the Laulani Land, Pad G Seller makes covenants only as to itself and/or the Property related to the Pad G Land and Puunene Seller makes covenants as to itself and/or the Property related to the Puunene Land):
1. New Leases . For purposes of this Agreement, any Lease entered into after November 5, 2017, and any modification, amendment, restatement or renewal of any existing Lease entered into after November 15, 2017, shall be referred to individually as a “ New Lease ” and collectively as the “ New Leases .” Until the date that is five (5) business days prior to the expiration of the Due Diligence Period, Seller may enter into any New Leases without Purchaser’s consent, so long as Seller delivers a copy of any New Leases to Purchaser at least five (5) business days prior to the expiration of the Due Diligence Period. Following the date that is five (5) business days prior to the expiration of the Due Diligence Period, Seller shall not enter into any New Lease (other than an amendment, restatement, modification or renewal of any existing Lease pursuant to a right granted to the tenant under such existing Lease) without Purchaser’s prior written consent, which will not be unreasonably withheld, conditioned or delayed. If Purchaser does not respond in writing to Seller’s request for approval of a New Lease within five (5) business days after Purchaser’s receipt of Seller’s request, Purchaser shall be conclusively deemed to have approved of such New Lease. Notwithstanding the foregoing, Seller shall be entitled (but shall not be obligated) to enter into New Leases with those tenants, if any, identified on Schedule 9.3.1 attached hereto, and Purchaser shall be deemed to have approved any such New Lease, provided they are on terms consistent with the drafts provided to Purchaser prior to the end of the Due Diligence Period.
2. Service Contracts . Until five (5) business days prior to the expiration of the Due Diligence Period, Seller may enter into any new Service Contracts (or cancel, modify or renew any existing Service Contract) without Purchaser’s consent, so long as Seller delivers notice thereof (together with

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a copy of any new Service Contract or modification to a Service Contract, if applicable) to Purchaser at least five (5) business days prior to the expiration of the Due Diligence Period. Following the date that is five (5) business days prior to the expiration of the Due Diligence Period, Seller shall not enter into any new Service Contracts, or cancel, modify or renew any existing Service Contracts, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, unless such new Service Contracts are cancelable at Closing. If Purchaser fails to respond to Seller’s request for consent with respect to any such action within five (5) business days after receipt of Seller’s request, such consent shall be deemed given. At Closing, Purchaser shall take an assignment of all Service Contracts. On or before the end of the Due Diligence Period, Purchaser will indicate in a written notice to Seller which Service Contract(s) Purchaser elects to have Seller deliver notice of termination to the applicable counterparty(ies) at Closing (the “ To Be Terminated Service Contracts ”). Purchaser shall be responsible for any penalty or payment associated with the termination of the To Be Terminated Service Contracts; provided, however, such amount shall not exceed the amount stated in the applicable Service Contract or that Seller otherwise disclosed to Purchaser during the Due Diligence Period. With respect to the To Be Terminated Service Contracts, (i) to the extent amounts due thereunder have been pre-paid, at Closing, Seller shall receive a credit in an amount equal to any such pre-paid amounts attributable to the period from and after the Closing Date; and (ii) to the extent amounts due thereunder have not been pre-paid, Purchaser shall receive a credit in an amount equal to the amount payable under the applicable Service Contract(s) attributable to the period prior to Closing. If Purchaser fails to timely deliver such written notice, Purchaser shall be deemed to have assumed all of the Service Contracts. Purchaser will assume the obligations arising from and after the Closing Date under those Service Contracts which Purchaser has agreed to assume (or is deemed to have assumed) or which Seller is not required to terminate as set forth above. Notwithstanding the foregoing, Seller shall terminate at Closing, and Purchaser shall not assume, any property or asset management agreement, any leasing services agreement and any insurance affecting the Property; and, notwithstanding anything contained in this Agreement to the contrary, such agreements and/or contracts shall not , in any event, be or be deemed to be Service Contracts.
3. Operations . Between the Effective Date and the Closing Date, Seller shall operate the Property in the normal course of Seller’s business and maintain the Property in the same or better condition as of the Effective Date, ordinary wear and tear excepted, and subject to Section 5 above. Without limiting the foregoing, between the Effective Date and the Closing Date Seller shall diligently continue completion of the Work at the Puunene Land in accordance with the Construction Contract (all as defined in Section 9.4 ). Except as provided in the preceding sentence or as required of Seller

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under any of the Leases, in no event shall Seller be required to make any capital repairs, replacements or improvements to the Property.
4. Conveyance . Except as set forth in Section 9.3.1 hereof, between the Effective Date and the Closing Date, Seller shall not grant to any third party any interest or any right to acquire an interest in the Property or any part thereof or further encumber any of the Property (including, without limitation, the recording of any covenants, conditions, or restrictions against any of the Property) without the prior written approval of Purchaser, which shall not be unreasonably withheld, conditioned or delayed. Between the Effective Date and the Closing Date, Seller shall not: (a) enter into any binding agreement, formal or informal, for the sale, transfer or conveyance of the Property; or (b) enter into any binding agreement, arrangement or understanding for the sale, transfer or conveyance of the Property.
5. Property Agreements . Until five (5) business days prior to the expiration of the Due Diligence Period, Seller may amend any Property Agreement without Purchaser’s consent, so long as Seller delivers notice thereof (together with a copy of any such amendment) to Purchaser at least five (5) business days prior to the expiration of the Due Diligence Period. Following the date that is five (5) business days prior to the expiration of the Due Diligence Period, Seller shall not amend any of the Property Agreements, except (a) for amendments currently contemplated by any of the Property Agreements, or (b) as set forth on Schedule 9.3.6 . On or before the end of the Due Diligence Period, Purchaser will notify Seller in writing of the Property Agreement(s) for which the counterparty’s consent to assignment is required at Closing.
6. Permitted Actions . Notwithstanding anything set forth herein to the contrary (including without limitation the provisions of Sections 9.3.1 through 9.3.5 hereof), Seller shall be permitted to take the actions, if any, set forth on Schedule 9.3.6 without the same being a breach of any covenant of Seller hereunder or causing a breach of any representation or warranty hereunder.
If Seller fails to perform any of the covenants contained in this Section 9.3 hereof, and either Purchaser receives written notice thereof from Seller pursuant to the notice provisions hereof prior to Closing or Purchaser otherwise obtains actual knowledge of such failure prior to Closing, Purchaser shall have the rights and remedies available to Purchaser under Section 7.1 hereof, and if Purchaser elects to close and consummate the transaction contemplated by this Agreement in lieu of exercising its rights and remedies under Section 7.1 hereof, then such default by Seller shall be deemed to be waived by Purchaser at the Closing, and to the extent such default by Seller is the entering into by Seller of New Leases, new Service Contracts, new Property Agreements, or any other agreements in violation of Section 9.3.1 , Section 9.3.2 or Section 9.3.5 hereof, Purchaser shall at Closing accept such agreements.
4. Puunene Construction Credits.

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1. Seller and Purchaser acknowledge and agree that (i) certain site and shell construction work on the Puunene Land (as further described in the Construction Contract, the “ Work ”) is on-going pursuant to those certain Other Agreements by and between Puunene Seller, as owner, and Maryl Group Construction, Inc., as contractor (“ Contractor ”) listed on Schedule 1.7, (collectively the “ Construction Contract ”), (ii) the Work will not be complete or fully paid for on or before the Closing Date, and (iii) Purchaser shall be entitled to reductions of the Purchase Price at Closing in the amounts necessary to complete the Work and pay all obligations under each contract relating to the Work that are set forth on Schedule 2.2 (as updated pursuant to Section 9.4.3) and/or the Construction Counterparty Estoppel Certificates delivered pursuant to Section 8.4 (the “ Post-Closing Work Credit ”).
2. Seller and Purchaser acknowledge and agree that (i) certain tenant improvement work on the Puunene Land contemplated by that certain Lease Agreement by and between Owner, as landlord, and Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation, as tenant, (as further described in the Ulta Construction Contract, the “ Ulta Work ”) is on-going pursuant to that certain Other Agreement by and between Puunene Seller, as owner, and Contractor, as contractor, listed on Schedule 1.7 (the “ Ulta Construction Contract ”); (ii) the Ulta Work will not be complete or fully paid for on or before the Closing Date, and (iii) Purchaser shall be entitled to reductions of the Purchase Price at Closing in the amounts necessary to complete the Ulta Work and pay all obligations under each contract relating to the Ulta Work that are set forth on Schedule 2.2 (as updated pursuant to Section 9.4.3) and/or the Construction Counterparty Estoppel Certificates delivered pursuant to Section 8.4 with respect to the Ulta Work (the “ Post-Closing Ulta Work Credit ”).
3. Prior to Closing, either party shall have the right to update the Post-Closing Work Credit and the Post-Closing Ulta Work Credit shown on Schedule 2.2 to reflect amounts (if any) credited to Purchaser on Schedule 2.2 that Seller actually paid prior to Closing. The updated Schedule 2.2 shall be subject to the other party’s approval, which shall not be unreasonably withheld.
5. Purchaser’s Representations and Warranties . Purchaser represents and warrants that:
1. ERISA . Purchaser’s rights under this Agreement, the assets it shall use to acquire the Property and, upon its acquisition by Purchaser, the Property itself, do not and shall not constitute plan assets within the meaning of 29 C.F.R. §2510.3-101, and Purchaser is not a “governmental plan” within the meaning of section 3(32) of the Employee Retirement Income Security Act of 1974, as amended, and the execution of this Agreement and the purchase of the Property by Purchaser is not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans.

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2. Organization and Authority . Purchaser is a series of a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization. Purchaser has the power and authority to enter into this Agreement and to perform its obligations hereunder, and all action and approvals required therefor have been duly taken and obtained.
3. No Conflict . The execution and delivery of this Agreement, the consummation of the transactions provided for herein and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any provision of Purchaser’s organizational documents, or of any laws, rules, codes, ordinances applicable to Purchaser or any agreements binding upon Purchaser.
4. No Bankruptcy. Purchaser has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Purchaser’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Purchaser’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally .
5. Enforceability . This Agreement and all documents to be executed pursuant hereto by Purchaser are and shall be binding upon and enforceable against Purchaser in accordance with their respective terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and (b) the exercise of judicial discretion in accordance with general principles of equity.
6. Patriot Act Compliance . Neither Purchaser nor any person, group, entity or nation that Purchaser is acting, directly or indirectly, for or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity, or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation. Purchaser is not engaging in this transaction, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering or predicate crimes to money laundering. None of the funds of Purchaser have been or will be derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Purchaser is prohibited by law or that the transaction or this Agreement is or will be in violation of law. Purchaser has and will continue to implement procedures, and has consistently and will continue to consistently apply those procedures, to

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ensure the foregoing representations and warranties remain true and correct at all times prior to Closing.
6. Survival . Purchaser’s right to enforce the representations and warranties set forth in this Agreement, subject to modifications thereto as a result of any Pre-Closing Disclosure under Section 9.2, shall survive the Closing for twelve (12) months (the “ Survival Period ”). No claim by Purchaser following Closing for a breach of any representation or warranty of Seller set forth in this Agreement shall be actionable or payable unless written notice containing a description of the specific nature of such breach or claim shall have been given to Seller prior to the expiration of the Survival Period and an action shall have been commenced in a court having jurisdiction within forty-five (45) days after the expiration of the Survival Period, in which case such action shall survive until fully and finally resolved. Seller’s right to enforce the representations and warranties set forth in Section 9.5 shall survive the Closing for the Survival Period.
10. LIMITATION OF LIABILITY . Notwithstanding anything to the contrary contained herein, if the Closing shall have occurred, (a) the aggregate liability of Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Seller under this Agreement (or any document executed or delivered in connection herewith) shall not exceed Ten Million and No/100 Dollars ($10,000,000.00) (the “ Liability Limitation ”) and (b) no claim by Purchaser alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith) may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser against Seller alleging a breach by Seller of any representation, warranty, indemnification, covenant or other obligation of Seller contained herein (or in any document executed or delivered in connection herewith), is for an aggregate amount in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “ Floor Amount ”), in which event Seller’s liability respecting any final judgment concerning such claim or claims shall be for the entire amount thereof, subject to the limitation set forth in clause (a) above. Notwithstanding the foregoing, the Floor Amount shall not apply to breaches of Seller’s representations regarding leasing commissions, Tenant Improvement Costs, or under Section 9.1.14 , or to Seller’s obligations with respect to the Work and the Ulta Work. The Liability Limitation shall be reduced by the amount of any payments to Purchaser from the Holdback Account establish pursuant to Section 10.1 or by the Guarantor under the Guaranty set forth in Section 10.2 . No constituent partner or member in or agent of Seller, nor any advisor, trustee, director, officer, manager, member, partner, employee, beneficiary, shareholder, participant, representative or agent of Seller or any entity that is or becomes a constituent partner or member in Seller or an agent of Seller (including, but not limited to, Terramar Retail Centers, LLC) (“ Seller’s Affiliates ”) shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Purchaser and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Seller’s

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assets for the payment of any claim or for any performance, and Purchaser, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Notwithstanding anything to the contrary contained in this Agreement, neither the negative capital account of any constituent partner or member in Seller or any entity owning an interest (directly or indirectly) in Seller, nor any obligation of any constituent partner or member in Seller or any entity owning an interest (directly or indirectly) in Seller to restore a negative capital account or to contribute capital to Seller (or any entity owning an interest, directly or indirectly, in any other constituent partner or member of Seller), shall at any time be deemed to be the property or an asset of Seller or any such other entity (and neither Purchaser nor any of its successors or assigns shall have any right to collect, enforce or proceed against or with respect to any such negative capital account or obligation to restore or contribute). The provisions of this Section 10 shall survive the Closing and any termination of this Agreement
1. Escrow Holdback; Appointment of Escrow Agent; Term . At Closing, Escrow Agent shall withhold from Seller’s proceeds from the Purchase Price the sum of One Million and No/100 Dollars ($1,000,000.00) (the “ Holdback Amount ”) to pay any debts, obligations or liabilities Seller may have to Purchaser after Closing that arise pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations of Seller under this Agreement (or any document of conveyance executed by Seller or delivered to Purchaser in connection with Closing) (the “ Post-Closing Obligations ”). Seller and Purchaser hereby appoint and designate the Escrow Agent to hold, administer, and disburse the Holdback Amount, and Escrow Agent accepts such appointment. The Holdback Amount shall be placed in one or more interest-bearing FDIC insured accounts (the “ Holdback Account ”). If Purchaser incurs any cost, expense or liability with respect to any of Seller’s Post-Closing Obligations, Purchaser shall have the right, but not the obligation, to require payment from Escrow Agent out of the Holdback Account for the amount of any such costs, expense or liabilities. To draw on the Holdback Account, Purchaser must send written request for payment to Escrow Agent and Seller detailing the amount payable and including supporting documentation of the amount requested in reasonable detail. Seller hereby irrevocably instructs Escrow Agent to pay Purchaser any undisputed amounts that Purchaser requests in accordance with the preceding sentence out of the Holdback Account no less than five (5) business days of receipt of a Purchaser’s written request, provided that unless Seller approves such payment in writing within such 5-business day period Escrow Agent shall only pay the portion (if any) to which Seller approves in writing, and shall continue to hold the balance of the requested payment until its disposition is resolved by mutual written instructions of the parties or final, non-appealable court judgment. Any fees of Escrow Agent for establishing and administering the Holdback Account shall be paid by Purchaser. The Holdback Amount, or any remaining portion thereof, shall be remitted to Seller upon the expiration of the Survival Period, provided however that if any Purchaser claims for reimbursement are pending or unresolved at either such time Escrow Agent shall withhold 120% of the amount of any such claims pursuant to the terms of this Section 10.1 until such claims are paid in full or resolved by mutual agreement of the parties or final court judgment.

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Escrow Agent at its sole discretion may file a suit in interpleader in any court having jurisdiction in the matter, for the purpose of having the respective rights of disputing parties adjudicated, and may deposit with the court any or all monies held hereunder with deductions for Escrow Agent’s attorney’s fees and costs. Upon institution of such interpleader suit or other action, depositing such money with the court, and giving notice thereof to the parties thereto by personal service or in accordance with the order of the court, Escrow Agent shall be fully released and discharged from all further obligations hereunder with respect to the monies so deposited.
2. Limited Guaranty . At Closing, Terramar Retail Centers, LLC, a Delaware limited liability company (“ Guarantor ”) shall guaranty payment of the Post-Closing Obligations for twelve (12) months after Closing by way of a guaranty in the form attached hereto as Exhibit W (the “ Guaranty ”). Guarantor’s liability under the Guaranty shall not exceed the Liability Limitation and shall be reduced by the amount of any payments Purchaser receives from Seller or the Holdback Account.
11. MISCELLANEOUS .
1. Entire Agreement . All understandings and agreements heretofore had between Seller and Purchaser with respect to the Property are merged in this Agreement, which alone fully and completely expresses the agreement of the parties. Purchaser acknowledges that it has inspected or will inspect the Property and that it accepts the same in its “as is” condition subject to use, ordinary wear and tear and natural deterioration and the representations and warranties of Seller contained herein or in any conveyance documents or certifications. Purchaser further acknowledges that, except as expressly provided in this Agreement or in any conveyance document or certification, neither Seller nor any agent or representative of Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the Property.
2. Assignment . Neither this Agreement nor any interest hereunder shall be assigned or transferred by Purchaser without Seller’s prior written consent (which consent may be withheld in Seller’s sole and absolute discretion). Notwithstanding the foregoing, Purchaser may without Seller’s consent assign this Agreement, in whole or in part, to entities owned by or under common ownership and control with Purchaser (each, a “ Purchaser’s Designee ”). Except for sale or trading of stock in Purchaser’s ultimate parent corporation, and internal ownership changes that do not result in Purchaser having a different ultimate parent corporation, the transfer of a controlling equity interest in Purchaser, whether by sale, operation of law or otherwise, shall be deemed an assignment of this Agreement that requires Seller’s prior written consent (which consent may be withheld in Seller’s sole and absolute discretion). Any assignment of this Agreement without Seller’s consent shall be void. Upon any assignment consented to hereunder by Seller, the Purchaser named herein shall remain liable to Seller for the performance of “Purchaser’s” obligations hereunder. Subject to the foregoing, this Agreement shall inure to the benefit of and

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shall be binding upon Seller and Purchaser and their respective successors and assigns.
3. Modifications . This Agreement shall not be modified or amended except in a written document signed by Seller and Purchaser.
4. Time of Essence . Time is of the essence of this Agreement. In the computation of any period of time provided for in this Agreement or by law, time periods shall expire at 5:00 p.m., Hawaii-Aleutian Standard Time (except as may be otherwise expressly set forth herein), the day of the act or event from which the period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m., Hawaii-Aleutian Standard Time (except as may be otherwise expressly set forth herein) on the next day which is not a Saturday, Sunday, or legal holiday.
5. Governing Law . This Agreement shall be governed and interpreted in accordance with the laws of the State where the Land is located.
6. Notices . All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and delivered personally or by certified mail, return receipt requested, postage prepaid, or by overnight courier (such as Federal Express), addressed as follows below. All notices given in accordance with the terms hereof shall be deemed given when received or upon refusal of delivery. Either party hereto may change the address for receiving notices, requests, demands or other communication by notice sent in accordance with the terms of this Section 11.6 .

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If to Seller :
c/o Terramar Retail Centers, LLC
4695 MacArthur Court, Suite 700
Newport Beach, CA 92660
Attention:Tom Kuehl
Telephone:(949) 662-2122

With a copy to :
Barack Ferrazzano Kirschbaum & Nagelberg LLP
200 West Madison Street, Suite 3900
Chicago, Illinois 60606
Attention: Chuck Picton, Esq.
Telephone:(312) 629-5133
If to Purchaser :
c/o A&B Properties Hawaii, LLC Series R
822 Bishop Street
Honolulu, Hawaii 96813
Attention:Jeff Pauker
Telephone:(808) 525-6611
With a copy to :
A&B Properties Hawaii, LLC Series R
822 Bishop Street
Honolulu, Hawaii 96813
Attention:General Counsel
Telephone:(808) 525-6611

With a copy to :
Cades Schutte LLP
1000 Bishop Street, 12 th  Floor
Honolulu, Hawaii 96813
Attention:Richard Kiefer, Esq.
Telephone:(808) 521-9200
7. “AS IS” SALE . ACKNOWLEDGING THE PRIOR USE OF THE PROPERTY AND PURCHASER’S OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER AGREES, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS MADE OR DELIVERED BY SELLER, THAT

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IT SHALL TAKE THE PROPERTY “AS-IS,” “WHERE-IS,” AND WITH ALL FAULTS AND CONDITIONS THEREON. ANY INFORMATION, REPORTS, STATEMENTS, DOCUMENTS OR RECORDS (COLLECTIVELY, THE “DISCLOSURES”) PROVIDED OR MADE TO PURCHASER OR ITS CONSTITUENTS BY SELLER OR ANY OF SELLER’S AFFILIATES OR REPRESENTATIVES CONCERNING THE CONDITION OF THE PROPERTY SHALL NOT BE REPRESENTATIONS OR WARRANTIES, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS. PURCHASER SHALL NOT RELY ON SUCH DISCLOSURES, BUT RATHER, PURCHASER SHALL RELY ONLY ON ITS OWN INSPECTION OF THE PROPERTY AND THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN AND IN ANY CONVEYANCE DOCUMENT OR CERTIFICATION. PURCHASER ACKNOWLEDGES AND AGREES THAT, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS ABOVE, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY INCLUDING WITHOUT LIMITATION ZONING, I THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, OR (F) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS REGARDING TERMITES OR WASTES, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980 (“CERCLA”), AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER (AND ANY ENTITY AFFILIATED WITH OR CLAIMING BY, THROUGH OR UNDER PURCHASER) HEREBY WAIVE, RELEASE AND AGREE NOT TO MAKE ANY CLAIM OR BRING ANY COST RECOVERY ACTION OR CLAIM FOR CONTRIBUTION OR OTHER ACTION OR CLAIM AGAINST SELLER OR SELLER’S AFFILIATES BASED ON (A) ANY FEDERAL, STATE, OR LOCAL ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION, INCLUDING CERCLA OR ANY STATE

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EQUIVALENT, OR ANY SIMILAR LAW NOW EXISTING OR HEREAFTER ENACTED, (B) ANY DISCHARGE, DISPOSAL, RELEASE, OR ESCAPE OF ANY CHEMICAL, OR ANY MATERIAL WHATSOEVER, ON, AT, TO, OR FROM THE PROPERTY, OR (C) ANY ENVIRONMENTAL CONDITIONS WHATSOEVER ON, UNDER, OR IN THE VICINITY OF THE PROPERTY, EXCEPT FOR CLAIMS BASED UPON A BREACH OF ANY REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS.
WITHOUT LIMITATION UPON PURCHASER’S RIGHT TO RELY ON THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS, PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES WITH RESPECT THERETO. UPON CLOSING, PURCHASER (AND ANY ENTITY AFFILIATED WITH OR CLAIMING BY, THROUGH OR UNDER PURCHASER) SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER (AND ANY ENTITY AFFILIATED WITH OR CLAIMING BY, THROUGH OR UNDER PURCHASER), UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER’S AFFILIATES) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER’S AFFILIATES) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN DESIGN OR CONSTRUCTION, OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, LIABILITIES EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, EXCEPT FOR BREACHES BY SELLER OF THE EXPRESS PROVISIONS OF THIS AGREEMENT OR ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS.

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THE PROVISIONS OF THIS SECTION 11.7 SHALL SURVIVE THE CLOSING AND ANY TERMINATION OF THIS AGREEMENT.
8. Trial by Jury . In any lawsuit or other proceeding initiated by Seller or Purchaser under or with respect to this Agreement, Seller and Purchaser each waive any right they may have to trial by jury. In addition, Purchaser waives any right to seek rescission of the transaction provided for in this Agreement. Notwithstanding any provisions of this Agreement to the contrary, the obligations of the parties under this Section 11.8 shall survive any termination of this Agreement and the Closing.
9. Confidentiality . Except as may be required by law or, with respect to Purchaser, the requirements of the U.S. Securities and Exchange Commission (“ SEC ”), or as provided in the June 2017 Principal Confidentiality Agreement made by Purchaser in favor of Seller, neither Seller or Purchaser shall, without the prior written consent of the other, and unless the Closing occurs, disclose to any third party the existence of this Agreement or any term or condition thereof or the results of any inspections or studies undertaken in connection herewith or make any public pronouncements, issue any press releases or otherwise disclose the Information (hereinafter defined) or any information regarding this Agreement or the Property, or the transactions contemplated hereby to any third party; provided , however , that the foregoing shall not be construed to prevent (1) Purchaser from making (without the consent of, but upon notice to, Seller) any disclosure required by any applicable law or regulation or judicial process or SEC requirement or (2) Seller from disclosing the existence of this Agreement and the details regarding this Agreement to its agents, employees, representatives, consultants, board of directors and equity holders. For purposes hereof, “ Information ” shall mean and shall be deemed to include, without limitation, the following written or oral information provided by or on behalf of Seller to Purchaser, its actual or proposed partners or lenders, and their respective agents, employees, representatives, consultants and board members (collectively, “ Purchaser’s Representatives ”) either prior to or following the Effective Date: (a) all documentation and/or information described in or relating to Section 1 of this Agreement, including, without limitation, Property Agreements, Tangible Personal Property and all other information regarding the operation, ownership, maintenance, management, or occupancy of the Property; (b) the Title and Survey; and (c) any reports, tests, or studies (together with the results of such studies and tests obtained or provided by, or on behalf of, Seller).
Notwithstanding the foregoing, but subject to Purchaser’s legal and SEC obligations, Seller’s delivery and Purchaser’s use of the Information are subject to the following terms: Purchaser shall (i) accept and hold all Information in strict confidence in accordance with the terms of this Agreement; (ii) not copy, reproduce, distribute or disclose the Information to any third party other than Purchaser’s Representatives, except as permitted in the preceding paragraph; (iii) not use the Information for any purpose other than in connection with the transactions contemplated hereunder; and (iv) not use the Information in any manner detrimental to Seller or the Property. Purchaser agrees to transmit the Information only to those Purchaser’s Representatives who are actively and directly participating in the

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evaluation of the acquisition of the Property, who are informed of and who have agreed to comply with the terms of this Section 11.9 of this Agreement and who are instructed not to make use of the Information in a manner inconsistent herewith. Purchaser shall be responsible for any breach of the terms of this Agreement by Purchaser’ Representatives or any other person to whom the Information is communicated. Purchaser agrees to indemnify, defend and hold Seller and the Seller Indemnified Parties harmless against all Losses resulting from Purchaser’s breach of this Section 11.9 , as well as any breach thereof by Purchaser’s Representatives, which indemnification shall survive the Closing or termination of this Agreement. Upon any termination of this Agreement, Purchaser shall return all Information provided by or on behalf of Seller to Seller, which obligation shall survive any termination of this Agreement.
10. Reports . If for any reason Purchaser does not consummate the Closing, then Purchaser shall, only upon Seller’s written request and without courier cost to Purchaser, promptly deliver to Seller copies of all final, non-privileged or -confidential third party reports relating to the Property or any part thereof prepared at the request of Purchaser, its employees and agents.
11. Reporting Person . Seller and Purchaser hereby designate Escrow Agent to act as and perform the duties and obligations of the “reporting person” with respect to the transaction contemplated by this Agreement for purposes of 26 C.F.R. Section 1.6045-4I(5) relating to the requirements for information reporting on real estate transactions closed on or after January 1, 1991. In this regard, Seller and Purchaser each agree to execute at Closing, and to cause Escrow Agent to execute at Closing, a designation agreement, designating Escrow Agent as the reporting person with respect to the transaction contemplated by this Agreement.
12. Press Releases . The parties hereto shall not issue any press releases with respect to the transactions contemplated hereby or consummated in accordance with the terms hereof except as required by law or upon the mutual agreement of the parties as to the form and content of such press release (with consent not to be unreasonably withheld, conditioned or delayed by either party), except that either party may issue a press release after Closing without the consent of the other, provided that Purchaser shall remain subject to Section 11.9 hereof for all purposes.
13. Counterparts . This Agreement may be executed in any number of identical counterparts, any or all of which may contain the signatures of less than all of the parties, and all of which shall be construed together as but a single instrument. A party hereto may deliver executed signature pages to this Agreement by .pdf through email to any other party hereto, which .pdf copy shall be deemed to be an original executed signature page.
14. Construction . This Agreement shall not be construed more strictly against Seller merely by virtue of the fact that the initial draft of same was been prepared by Seller or its counsel, it being recognized that both of the parties hereto have contributed substantially and materially to the preparation of this Agreement.

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15. Partial Invalidity . In the event that any provision of this Agreement shall be unenforceable in whole or in part, such provision shall be limited to the extent necessary to render the same valid, or shall be excised from this Agreement, as circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision has not been included herein, as the case may be.
16. Headings . Headings of Sections are for convenience of reference only, and shall not be construed as a part of this Agreement.     
17. Attorneys’ Fees . In the event of litigation between the parties with respect to this Agreement or the transaction contemplated hereby, the prevailing party therein shall be entitled to recover from the losing party all of its reasonable, actual out-of-pocket costs of enforcement and litigation, including, but not limited to, its reasonable attorneys’ and paralegal fees, witness fees, court reporters’ fees and other costs of suit. Notwithstanding any provisions of this Agreement to the contrary, the obligations of the parties under this Section 11.17 shall survive any termination of this Agreement and the Closing.
18. No Recording . Neither Seller nor Purchaser may record a copy of this Agreement or any memorandum hereof.     
19. Early Access Agreement . Purchaser and Seller have previously executed a certain Right of Entry Agreement with respect to the Property dated as of October 24, 2017. In the event of any inconsistency between the terms of such Access Agreement and this Agreement, the terms of this Agreement shall control and supersede such terms in the Access Agreement which are inconsistent.
20. Loan Assumption . This transaction is contingent on Purchaser’s taking title to the Property related to the Laulani Land subject to, and assuming (the “ Loan Assumption ”) all of Laulani Seller’s obligations with respect to that certain loan (the “ Loan ”) held by Northwestern Mutual Life Insurance Company, a Wisconsin corporation (“ Lender ”), pursuant to those certain loan documents related thereto (the “ Loan Documents ”) or, at Purchaser’s option, prepayment of the Loan; provided, however, the failure of this condition to be satisfied shall not be a Seller default. Purchaser agrees to proceed diligently and in good faith to obtain the approval of Lender with respect to Purchaser’s application to assume Laulani Seller’s obligations under the Loan Documents on the Closing Date (the “ Assumption Approval ”). Laulani Seller covenants and agrees to cooperate in good faith, at no material cost to Laulani Seller except as expressly set forth in this Section 11.20 , with Purchaser and Lender, from time to time, upon Purchaser’s or Lender’s reasonable request, and in all reasonable respects, with respect to Purchaser attempting to obtain the Assumption Approval. In the event the Lender does not grant Assumption Approval by the Closing Date, either Purchaser or Seller may terminate this Agreement, whereupon the Earnest Money shall be returned to Purchaser and neither party shall have any further obligations under this Agreement except for obligations that expressly survive termination. If the Loan Assumption is approved, at Closing: (A) Seller shall pay to Lender (1) any application fees applicable to the application for the Loan Assumption or assignment fees owing under the Loan Documents and (2) any other actual, documented, out-of-pocket

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costs of Lender paid to non-affiliated third parties in connection with the Loan Assumption, up to a cumulative amount with respect to (1) and (2) equal to Five Hundred Thousand and No/100 Dollars ($500,000.00); and (B) Purchaser shall pay to Lender, any other costs, fees and expenses of Lender directly or indirectly related to the Loan Assumption in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00). Notwithstanding anything herein to the contrary, under no circumstances shall Seller or Purchaser be deemed obligated to pre-pay the Loan.
[Signature Page to Follow]

    
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IN WITNESS WHEREOF , the parties have caused this Agreement to be signed by their duly authorized representatives as of the Effective Date.

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SELLER:
HOKULEI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

TRC LAULANI VILLAGE, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO
LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company

By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO

PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By: /s/ Tim Pettit
Name: Tim Pettit
Title: CFO



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PURCHASER:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By: /s/ Jeff Pauker
Name: Jeff Pauker
Title: VP
company

By: /s/ Lance Parker
Name: Lance Parker
Title: President


And Title Guaranty Escrow Services, Inc., as Escrow Agent (defined above), hereby undertakes and agrees to perform all of the duties and obligations of the Escrow Agent set forth in the foregoing agreement, including without limitation administration of the Escrow Holdback under Section 10.1, on and subject to the terms and conditions set forth herein.

ESCROW AGENT:

TITLE GUARANTY ESCROW SERVICES INC.



By /s/ Jeremy Trueblood
Name: Jeremy Trueblood
Its: Branch Manager
LIST OF EXHIBITS :

A-1      Legal Description for Hokulei Land
A-2      Legal Description for Laulani Land
A-3      Legal Description for Pad G Land
A-4      Legal Description for Puunene Land
B-1      Lease Information for Property related to Hokulei Land
B-2      Lease Information for Property related to Laulani Land
B-3      Lease Information for Property related to Pad G Land
B-4      Lease Information for Property related to Puunene Land
C      [Reserved]
D      [Reserved]
E      [Reserved]
F-1      Title Commitment for Property related to Hokulei Land
F-2      Title Commitment for Property related to Laulani Land

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F-3      Title Commitment for Property related to Pad G Land
F-4      Title Commitment for Property related to Puunene Land
G      Form of Deed
H      Notice to Tenants
I      Notice to Parties to Service Contracts
J      Certificate of Non-Foreign Status
K      [Reserved]
L      Form Tenant Estoppel Certificate
M      [Reserved]
N-1      List of Pending Litigation for Property related to Hokulei Land
N-2      List of Pending Litigation for Property related to Laulani Land
N-3      List of Pending Litigation for Property related to Pad G Land
N-4      List of Pending Litigation for Property related to Puunene Land
O      Bill of Sale
P-1      Regulatory Compliance Disclosures for Property related to Hokulei Land
P-2      Regulatory Compliance Disclosures for Property related to Laulani Land
P-3      Regulatory Compliance Disclosures for Property related to Pad G Land
P-4      Regulatory Compliance Disclosures for Property related to Puunene Land
Q      Notice to Parties to Property Agreements
R      Assignment of Leases
S      General Assignment
T      1031 Assignment & Assumption Agreement
U      1031 Assignment & Release Agreement
V      Assignment of Declarant Rights
W      Guaranty

Schedules:

1.4      Tangible Personal Property
1.7      Other Agreements
2.1      Allocation of Purchase Price
2.2      Leasing & Construction Credits
4.1(n)      Declarations & R.E.A.s
8.1      Seller’s Due Diligence Documents
9.3.1      New Leases
9.3 .6      Permitted Actions

A-1-2
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EXHIBIT A-1
LEGAL DESCRIPTION FOR Hokulei LAND
FIRST:
UNITS A, B, C, D, E and F listed in Exhibit "B-1" of the Condominium Project known as "HOKULEI VILLAGE" as established by Declaration of Condominium Property Regime dated December 11, 2014 filed in the Office of the Assistant Registrar of the Land Court of the State of Hawaii as Land Court Document No. T-9111280 and as shown on Condominium Map No. 2267, filed in said Office, and any amendments thereto.
Together with those easements appurtenant to said Unit as established by and described in the Declaration, which may including the following:
(A)
Exclusive easement(s) to use the limited common elements of the Project which are described in said Declaration as being appurtenant to the Unit, if any.
(B)
Non-exclusive easements in the common elements, including the limited common elements, if any, and in the Project, designed for such purposes as ingress to , egress from, utility services for and support, and as necessary, for the maintenance and repair of the Unit; in the other common elements for use according to their respective purposes, subject always to the exclusive use of the limited common elements as provided in the Declaration; subject to the provision of Section 514B-38 of the Act.
(C)
In the case of encroachments by the Unit upon the common elements or upon any other unit, a valid easement for such encroachment and the maintenance thereof, so long as it continues, shall exist. In the event that a unit shall be partially or totally destroyed and the rebuilt, or in the event of any shifting, settlement or movement of any part of the Project, encroachments of any part of the common elements, units or limited common elements due to such construction, shifting, settlement or movement shall be permitted, and valid easements for such encroachments and the maintenance there
Excepting and reserving and subject to all easements as provided in the Declaration, including, but not limited to, (i) easements for encroachments appurtenant to other units or the common elements as they arise in the manner set forth above, now or hereafter existing thereon, (ii) easements for access to the Unit or any limited common appurtenant thereto from time to time during reasonable hours as may be appropriate for the operation or maintenance of the Project or, without notice, at any time for (a) making emergency repairs therein necessary to prevents damage to any unit or common element, (b) abating any nuisance or any dangerous, unauthorized, prohibited or unlawful activity, (c) protecting the property rights of any owner, or (d) preventing death or serious bodily injury to any owner or other occupant therein, and (iii) easements necessary to complete the Project, for noise and dust, to conduct sales activities upon the Project, and to subdivide or consolidate units of the Project, all as provided in the Declaration.
SECOND:
Undivided 61.95% fee simple interests in all common elements of the Project as established by the Declaration, including the land described in said Declaration, or such other interest as hereafter

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established for the Unit by any amendment of the Declaration, as tenant in common with the holders of other undivided interests in and to said common elements.
The land upon which said Condominium Project "HOKULEI VILLAGE" is located is described as follows:
All of that certain parcel of land situate at Lihue, District of Puna, Island and County of Kauai, State of Hawaii, described as follows:
LOT 1546, area 22.818 acres, more or less, as shown on Map 141, filed in the Office of the Assistant Registrar of the Land Court of the State of Hawaii with Land Court Application 1087 (amended) of Grove Farm Company, Limited;
Together with access over Lot 1542 to Kaumualii Highway, a public road, as set forth by Land Court Order No. 131986, filed July 8, 1998.
Together also with vehicle access rights over and across Boundary 27 as granted by EXCHANGE OF VEHICLE ACCESS RIGHTS dated September 23, 2010, filed as Document No. 4010164; being more particularly described therein and subject to the terms and provisions contained therein.
Together also with a non-exclusive easement for access and underground utility purposes, as granted by GRANT OF EASEMENT KOLOPA STREET EXTENSION (Vehicular Access and Utilities) dated April 26, 2013, filed as Land Court Document No. T-8527332; subject to the terms and provisions contained therein.
Being land(s) described in Transfer Certificate of Title No. 1,090,432 issued to HOKULEI VILLAGE LLC, a Delaware limited liability company.
.      A-2-11
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EXHIBIT A-2
LEGAL DESCRIPTION FOR LAULANI LAND
LOT 1
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 1 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the east corner of this parcel of land, along the southwest side of Fort Weaver Road, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,053.13 feet south and 18,042.45 feet west, thence running by azimuths

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measured clockwise from true South:
1.      58°      16’      491.09      feet along Lots 19591 and 19588 (Map 1547 of Land Court Application 1069;
2.      148°      16’      633.21      feet along Lots 4, 3, and 11 of Laulani Ewa Subdivision;
3.      58°      16’      1.00      feet along Lot 11 of Laulani Ewa Subdivision;
4.      148°      16’      134.17      feet along Lot 11 of Laulani Ewa Subdivision;
5.      240°      20’      30.02      feet along the southeast side of Keaunui Drive;
6.      328°      16’      133.09      feet along Lot 12 of Laulani Ewa Subdivision;
7.      58°      16’      1.00      feet along Lot 12 of Laulani Ewa Subdivision;
8.      328°      16’      141.63      feet along Lots 12 and 13 of Laulani Ewa Subdivision;
9.      238°      16’      275.26      feet along Lots 13 and 14 of Laulani Ewa Subdivision;
10.      269°      49’      93.16      feet along Lot 14 of Laulani Ewa Subdivision;
11.      328°      16’      26.16      feet along Lot 14 of Laulani Ewa Subdivision;
12.      238°      16’      108.62      feet along Lot 14 of Laulani Ewa Subdivision;
13.      330°      20’      4.84      feet along the southwest side of Fort Weaver Road;
14.      328°      16’      411.84      feet along the southwest side of Fort Weaver Road to the point of beginning and containing a gross area of 5.495 acres, less Lot 2 of Laulani Ewa Subdivision, having a net area of 4.898 acres, more or less.
LOT 2
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 2 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the south corner of this parcel of land, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,189.48 feet south and 18,502.61 feet west, thence running by azimuths measured clockwise from true South:
1.      148°      16’      255.91      feet along Lot 1 of Laulani Ewa Subdivision;
2.      238°      16’      38.17      feet along Lot 1 of Laulani Ewa Subdivision;

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3.      328°      16’      7.25      feet along Lot 1 of Laulani Ewa Subdivision;
4.      238°      16’      60.50      feet along Lot 1 of Laulani Ewa Subdivision;
5.      328°      16’      75.14      feet along Lot 1 of Laulani Ewa Subdivision;
6.      238°      16’      33.45      feet along Lot 1 of Laulani Ewa Subdivision;
7.      328°      16’      118.29      feet along Lot 1 of Laulani Ewa Subdivision;
8.      58°      16’      10.87      feet along Lot 1 of Laulani Ewa Subdivision;
9.      328°      16’      10.00      feet along Lot 1 of Laulani Ewa Subdivision;
10.      58°      16’      25.40      feet along Lot 1 of Laulani Ewa Subdivision;
11.      328°      16’      15.23      feet along Lot 1 of Laulani Ewa Subdivision;
12.      58°      16’      95.85      feet along Lot 1 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.597 acres, more or less.
LOT 3
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 3 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the east corner of this parcel of land, being the east corner of Lot 4 of the Laulani Ewa Subdivision, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,249.99 feet south and 18,587.94 feet west, thence running by azimuths measured clockwise from true South:
1.      58°      16’      76.40      feet along lot 4 of Laulani Ewa Subdivision;
2.      148°      16’      165.25      feet along Lot 4 of Laulani Ewa Subdivision;
3.      58°      16’      55.77      feet along Lot 4 of Laulani Ewa Subdivision;
4.      148°      16’      72.00      feet along Lot 4 of Laulani Ewa Subdivision;
5.      238°      16’      85.00      feet along Lot 4 of Laulani Ewa Subdivision;
6.      148°      16’      16.50      feet along Lot 4 of Laulani Ewa Subdivision;
7.      238°      16’      47.17      feet along Lot 4 of Laulani Ewa Subdivision;

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8.      328°      16’      253.75      feet along Lot 1 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.526 acres, more or less.
LOT 4
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 4 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the east corner of this parcel of land, being the south corner of Lot 1 of Laulani Ewa Subdivision, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,311.43 feet south and 18,460.12 feet west, thence running by azimuths measured clockwise from true South:
1.      58°      16’      246.77      feet along Lots 19586 and 19588 (Map 1547) of Land Court Application 1069;
2.      148°      16’      90.76      feet along Lot 5 of Laulani Ewa Subdivision;
3.      238°      16’      9.84      feet along Lot 5 of Laulani Ewa Subdivision;
4.      148°      16’      375.65      feet along Lot 5 of Laulani Ewa Subdivision;
5.      58°      16’      41.41      feet along Lot 5 of Laulani Ewa Subdivision;
6.      148°      16’      104.96      feet along Lot 5 of Laulani Ewa Subdivision;
7.
Thence, along Lot 5 of Laulani Ewa Subdivision, on a curve to the left with a radius of 45.00 feet, the chord azimuth and distance being:
134°      39’ 30”      21.18      feet;
8.      121°      03’      119.52      feet along Lot 5 of Laulani Ewa Subdivision;
9.      211°      03’      31.00      feet along the southeast side of Keaunui Drive;
10.      301°      03’      66.62      feet along Lot 11 of Laulani Ewa Subdivision;
11.
Thence, along Lot 11 of Laulani Ewa Subdivision, on a curve to the right with a radius of 150.00 feet, the chord azimuth and distance being:
314°      39’ 30”      70.59      feet;
12.      328°      16’      92.93      feet along Lot 11 of Laulani Ewa Subdivision;

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13.      238°      16’      263.34      feet along Lot 11 of Laulani Ewa Subdivision;
14.      328°      16’      118.41      feet along Lot 1 of Laulani Ewa Subdivision;
15.      58°      16’      47.17      feet along Lot 3 of Laulani Ewa Subdivision;
16.      328°      16’      16.50      feet along Lot 3 of Laulani Ewa Subdivision;
17.      58°      16’      85.00      feet along Lot 3 of Laulani Ewa Subdivision;
18.      328°      16’      72.00      feet along Lot 3 of Laulani Ewa Subdivision;
19.      238°      16’      55.77      feet along Lot 3 of Laulani Ewa Subdivision;
20.      328°      16’      165.25      feet along Lot 3 of Laulani Ewa Subdivision;
21.      238°      16’      76.40      feet along Lot 3 of Laulani Ewa Subdivision;
22.      328°      16’      119.48      feet along Lot 1 of Laulani Ewa Subdivision to the point of beginning and containing an area of 2.311 acres, more or less.
LOT 5
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 5 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the east corner of this parcel of land, being the south corner of Lot 4 of Laulani Ewa Subdivision, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,441.00 feet south and 18,670.00 feet west, thence running by azimuths measured clockwise from true South:
1.      58°      16’      30.00      feet along Lot 19586 (Map 1547);
2.      148°      16’      29.82      feet along Lot 6 of Laulani Ewa Subdivision;
3.      102°      47’      98.37      feet along Lot 6 of Laulani Ewa Subdivision;
4.      58°      16’      10.47      feet along Lot 6 of Laulani Ewa Subdivision;
5.      148°      16’      185.98      feet along Lot 6 of Laulani Ewa Subdivision;
6.      238°      16’      25.87      feet along Lot 6 of Laulani Ewa Subdivision;
7.      148°      16’      221.76      feet along Lot 6 of Laulani Ewa Subdivision;

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8.      238°      16’      38.18      feet along Lot 10 of Laulani Ewa Subdivision;
9.      148°      16’      36.44      feet along Lot 10 of Laulani Ewa Subdivision;
10.
Thence, along Lot 10 of Laulani Ewa Subdivision, on a curve to the left with a radius of 57.00 feet, the chord azimuth and distance being:
134°      39’      30”      26.82      feet;
11.      121°      03’      132.43      feet along Lot 10;
12.      211°      03’      25.00      feet along the southeast side of Keaunui Drive;
13.      301°      03’      119.52      feet along Lot 4 of Laulani Ewa Subdivision;
14.
Thence, along Lot 4 of Laulani Ewa Subdivision, on a curve to the right with a radius of 45.00 feet, the chord azimuth and distance being:
314°      39’      30”      21.18      feet;
15.      328°      16’      104.96      feet along Lot 4 of Laulani Ewa Subdivision;
16.      238°      16’      41.41      feet along Lot 4 of Laulani Ewa Subdivision;
17.      328°      16’      375.65      feet along Lot 4 of Laulani Ewa Subdivision;
18.      58°      16’      9.84      feet along Lot 4 of Laulani Ewa Subdivision;
19.      328°      16’      90.76      feet along Lot 4 of Laulani Ewa Subdivision to the point of beginning and containing an area of 1.184 acres, more or less.
LOT 8
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 8 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, along the southeast side of Keaunui Drive, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,293.60 feet south and 19,354.60 feet west, thence running by azimuths measured clockwise from true South:
1.      211°      03’      137.83      feet along the southeast side of Keaunui Drive;
2.      301°      03’      142.01      feet along Lot 6 of Laulani Ewa Subdivision;

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3.      31°      03’      137.83      feet along Lot 6 of Laulani Ewa Subdivision;
4.      121°      03’      142.01      feet along Lot 7 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.449 acres, more or less.
LOT 9
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 9 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, along the southeast side of Keaunui Drive, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,149.81 feet south and 19,268.04 feet west, thence running by azimuths measured clockwise from true South:
1.      211°      03’      131.97      feet along the southeast side of Keaunui Drive;
2.      301°      03’      142.01      feet along Lot 10 of Laulani Ewa Subdivision;
3.      31°      03’      131.97      feet along Lot 6 of Laulani Ewa Subdivision;
4.      121°      03’      142.01      feet along Lot 6 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.430 acres, more or less.
LOT 10
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 10 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, along the southeast side of Keaunui Drive, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,036.75 feet south and 19,199.97 feet west, thence running by azimuths measured clockwise from true South:
1.      211°      03’      140.07      feet along the southeast side of Keaunui Drive;
2.      301°      03’      132.43      feet along Lot 5 of Laulani Ewa Subdivision;

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3.
Thence, along Lot 5 of Laulani Ewa Subdivision, on a curve to the left with a radius of 57.00 feet, the chord azimuth and distance being:
314°      39’      30”      26.82      feet;
4.      328°      16’      36.44      feet along Lot 5 of Laulani Ewa Subdivision;
5.      58°      16’      106.92      feet along Lots 5 and 6 of Laulani Ewa Subdivision;
6.      31°      03’      22.01      feet along Lot 6 of Laulani Ewa Subdivision;
7.      121°      03’      142.01      feet along Lot 9 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.524 acres, more or less.
LOT 11
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 11 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, along the southeast side of Keaunui Drive, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 17,868.78 feet south and 19,098.84 feet west, thence running by azimuths measured clockwise from true South:
1.      211°      03’      4.47      feet along the southeast side of Keaunui Drive;
2.
Thence, along the southeast side of Keaunui Drive, on a curve to the right with a radius of 500.00 feet, the chord azimuth and distance being:
225°      41’      30”      252.77      feet;
3.      240°      20’      58.77      feet along the southeast side of Keaunui Drive;
4.      328°      16’      134.17      feet along Lot 1 of Laulani Ewa Subdivision;
5.      238°      16’      1.00      feet along Lot 1 of Laulani Ewa Subdivision;
6.      328°      16’      141.57      feet along Lot 1 of Laulani Ewa Subdivision;
7.      58°      16’      263.34      feet along Lot 4 of Laulani Ewa Subdivision;
8.      148°      16’      92.93      feet along Lot 4 of Laulani Ewa Subdivision;

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9.
Thence, along Lot 4 of Laulani Ewa Subdivision, on a curve to the left with a radius of 150.00 feet, the chord azimuth and distance being:
134°      39’      30”      70.59      feet;
10.      121°      03’      66.62      feet along Lot 4 of Laulani Ewa Subdivision to the point of beginning and containing an area of 1.691 acres, more or less.
LOT 13
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 13 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, being the south corner of Lot 12, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 17,768.74 feet south and 18,762.80 feet west, thence running by azimuths measured clockwise from true South:

1.      238°      16’      47.85      feet along Lot 12 of Laulani Ewa Subdivision;
2.      328°      16’      18.00      feet along lot 12 of Laulani Ewa Subdivision;
3.      238°      16’      82.50      feet along Lot 12 of Laulani Ewa Subdivision;
4.      148°      16’      18.00      feet along Lot 12 of Laulani Ewa Subdivision;
5.      238°      16’      31.35      feet along Lot 12 of Laulani Ewa Subdivision;
6.      328°      16’      129.18      feet along Lot 14 of Laulani Ewa Subdivision;
7.      58°      16’      161.70      feet along Lot 1 of Laulani Ewa Subdivision;
8.      148°      16’      129.18      feet along Lot 1 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.445 acres, more or less.
LOT 14
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 10 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M.

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Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, along the southeast side of Keaunui Drive, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 17,567.36 feet south and 18,697.22 feet west, thence running by azimuths measured clockwise from true South:
1.      241°      57’      38”      72.05      feet along the southeast side of Keaunui Drive;
2.      240°      20’      191.64      feet along the southeast side of Keaunui Drive;
3.
Thence, along the southeast side of Keaunui Drive, on a curve to the right with a radius of 50.00 feet, the chord azimuth and distance being:
285°      20’      70.71      feet;
4.      330°      20’      277.72      feet along the southwest side of Fort Weaver Road;
5.      58°      16’      108.62      feet along Lot 1 of Laulani Ewa Subdivision;
6.      148°      16’      26.16      feet along Lot 1 of Laulani Ewa Subdivision;
7.      89°      49’      93.16      feet along Lot 1 of Laulani Ewa Subdivision;
8.      58°      16’      113.56      feet along Lot 1 of Laulani Ewa Subdivision;
9.      148°      16’      265.96      feet along Lots 13 and 12 of Laulani Ewa Subdivision to the point of beginning and containing an area of 2.054 acres, more or less.
Together with access over Roadway Access Lot 17684, as shown on Map 1356 of Land Court Application No. 1069, and Roadway Access Lot 16886-B, as shown on Map 1349 of Land Court Application No. 1069, and Roadway Access Lot 11252-B-2, as shown on Map 1355 of Land Court Application No. 1069, and thus have access to Fort Weaver Road, a public road, as set forth by Land Court Order No. 173440, filed January 16, 2008, as amended by Land Court Order No. 175930, filed August 13, 2008.
Note:
Lot 11252-B-2 has been deregistered from the Land Court System pursuant to Hawaii Revised Statutes Section 501 Part II and recorded in the Bureau of Conveyances of the State of Hawaii as Document No. A-46180590.
Together also with a non-exclusive easement over and across the Common Area of the Shopping Center for access and utility purposes, as granted by DECLARATION OF EASEMENTS WITH COVENANTS AND RESTRICTIONS AFFECTING LAND dated May 30, 2012, filed as Land Court Document No. T-8199217, as amended and restated by instrument dated June 6, 2013, recorded as Document No. A-49050284, and further amended by instrument dated December 24, 2013, recorded as Document No. A-51290612; and subject to the terms and conditions contained therein.

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Together also with a non-exclusive easement for drainage purposes over and across Easements “8977” and “8978”, as shown on Map 1304 of Land Court Application No. 1069, as granted by GRANT OF NON-EXCLUSIVE DRAINAGE EASEMENTS, dated June 14, 2014, filed as Land Court Document No. T-8935076, recorded as Document No. A-52830508; and subject to the terms and provisions contained therein.
Together also with a non-exclusive easement for drainage purposes over and across Easements “10440,” as shown on Map 1525, “10423”, as shown on Map 1518, and “9664” as shown on Map 1408 of Land Court Application No. 1069, as granted by Grant of Non-Exclusive Drainage Easements dated April 8, 2014, by Gentry Homes, Ltd., as Grantor, and TRC Laulani Village, LLC, Property Development Centers LLC, City Mill Companies, Limited, and American Savings Bank, F.S.B., as Grantee, and Association of Apartment Owners of Laulani and Association of Apartment Owners of Laulani XXVI, as Other Parties, was recorded in the Land Court as Document No. T-8907092 on May 22, 2014.
Together also with a non-exclusive easement for access, drainage and utility purposes over and across Easements “10689,” as shown on Map 1549, “10688, “ as shown on Map 1548, “10684, “ as shown on Map 1547, “10685, “ as shown on Map 1547, “10686, “ as shown on Map 1547, and “10687”, as shown on Map 1547 of Land Court Application No. 1069, as granted by Grant of Non-Exclusive Access, Drainage and Utility Easements dated April 8, 2014, by and between Gentry Homes, Ltd., and TRC Laulani Village, LLC, as Grantor, and Association of Apartment Owners of Laulani, Property Development Centers LLC, City Mill Company, Limited, American Savings Bank, F.S.B., and TRC Laulani Village, LLC, as Grantee, was recorded in the Land Court as Document No. T-8906129 on May 21, 2014.
AS TO LOTS 1 THROUGH 5, 8 THROUGH 11, 13, AND 14:
BEING THE PREMISES ACQUIRED BY LIMITED WARRANTY DEED
GRANTOR:      PROPERTY DEVELOPMENT CENTERS LLC, a Delaware limited liability company
GRANTEE:      TRC LAULANI VILLAGE, LLC, a Delaware limited liability company
DATED:          effective December 24, 2013
RECORDED :      Document No. A-51060751

AS TO LOT 1:
Together with limited vehicle access rights for right-in and right-out egress and ingress to Fort Weaver Road over and across Boundary “1”, as granted by GRANT OF LIMITED VEHICLE ACCESS RIGHTS dated June 12, 2012, recorded as Document No. A-49540962; being more particularly described therein and subject to the terms and provisions contained therein.
AS TO LOTS 1, 4, 5 AND 8:
Together with a non-exclusive easement for access purposes over Easement “A” (D.P.P. File No. 2011/SUB-36), as granted by QUITCLAIM NON-EXCLUSIVE EASEMENT (EASEMENT A) dated December 23, 2013, recorded as Document No. A-51360663A, and being more particularly described therein. Consent and Joinder by First Hawaiian Bank, a Hawaii corporation, dated --- (acknowledged December 30, 2013), recorded as Document No. A-51360663B.

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AS TO LOTS 7 AND 8:
Together with a non-exclusive easement for access purposes over Easement “B” (D.P.P. File No. 2012/SUB-154), as granted by QUITCLAIM NON-EXCLUSIVE EASEMENT (EASEMENT B) dated December 23, 2013, recorded as Document No. A-51360664A, being more particularly described therein. Consent and Joinder by First Hawaiian Bank, a Hawaii corporation, acknowledged December 30, 2013), recorded as Document No. A-51360664B.      A-3-2
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EXHIBIT A-3
LEGAL DESCRIPTION FOR PAD G LAND
LOT 7
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Lot 17683, as shown on Map 1356 of Land Court Application No. 1069 of the Trustees of the Estate of James Campbell, deceased, having been deregistered and recorded as Document No. A-46180589) situate at Honouliuli, District of Ewa, City and County of Honolulu, State of Hawaii, being LOT 7 of the “LAULANI EWA SUBDIVISION”, as shown on map prepared by Ryan M. Suzuki, Land Surveyor, with R. M. Towill Corporation, dated August 27, 2012, approved by the Department of Planning and Permitting, City and County of Honolulu, 2012/SUB-154, on October 12, 2012, and thus bounded and described:
Beginning at the west corner of this parcel of land, along the southeast side of Keaunui Drive, the coordinates of said point of beginning referred to Government Survey Triangulation Station “KAPUAI NEW” being 18,241.25 feet south and 19,431.46 feet west, thence running by azimuths measured clockwise from true South:
1.      211°      03’      149.00      feet along the southeast side of Keaunui Drive;
2.      301°      03’      142.01      feet along Lot 8 of Laulani Ewa Subdivision;
3.      31°      03      10.01      feet along Lot 6 of Laulani Ewa Subdivision;
4.      346°      03’      90.37      feet along Lot 6 of Laulani Ewa Subdivision;
5.      76°      03’      53.03      feet along Lot 6 of Laulani Ewa Subdivision;
6.      108°      28’      172.56      feet along Lot 6 of Laulani Ewa Subdivision to the point of beginning and containing an area of 0.522 acre, more or less.
BEING THE PREMISES ACQUIRED BY LIMITED WARRANTY DEED
GRANTOR :      PROPERTY DEVELOPMENT CENTERS LLC, a Delaware limited liability company
GRANTEE:      LAULANI VILLAGE PAD G, LLC, a Delaware limited liability company
DATED:          December 23, 2014
RECORDED :      Document No. A-54800245


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Together with a non-exclusive easement for access purposes over Easement “A” (D.P.P. File No. 2011/SUB-36), as granted by QUITCLAIM NON-EXCLUSIVE EASEMENT (EASEMENT A) dated December 23, 2013, recorded as Document No. A-51360663A, and being more particularly described therein. Consent and Joinder by First Hawaiian Bank, a Hawaii corporation, dated --- (acknowledged December 30, 2013), recorded as Document No. A-51360663B.
AND:
Together with a non-exclusive easement for access purposes over Easement “B” (D.P.P. File No. 2012/SUB-154), as granted by QUITCLAIM NON-EXCLUSIVE EASEMENT (EASEMENT B) dated December 23, 2013, recorded as Document No. A-51360664A, being more particularly described therein. Consent and Joinder by First Hawaiian Bank, a Hawaii corporation, acknowledged December 30, 2013), recorded as Document No. A-51360664B.
AND
Together also with a non-exclusive easement for drainage purposes over and across Easements “10440,” as shown on Map 1525, “10423”, as shown on Map 1518, and “9664” as shown on Map 1408 of Land Court Application No. 1069, as granted by Grant of Non-Exclusive Drainage Easements dated April 8, 2014, by Gentry Homes, Ltd., as Grantor, and TRC Laulani Village, LLC, Property Development Centers LLC, City Mill Companies, Limited, and American Savings Bank, F.S.B., as Grantee, and Association of Apartment Owners of Laulani and Association of Apartment Owners of Laulani XXVI, as Other Parties, was recorded in the Land Court as Document No. T-8907092 on May 22, 2014.
Together also with a non-exclusive easement for access, drainage and utility purposes over and across Easements “10689,” as shown on Map 1549, “10688, “ as shown on Map 1548, “10684, “ as shown on Map 1547, “10685, “ as shown on Map 1547, “10686, “ as shown on Map 1547, and “10687”, as shown on Map 1547 of Land Court Application No. 1069, as granted by Grant of Non-Exclusive Access, Drainage and Utility Easements dated April 8, 2014, by and between Gentry Homes, Ltd., and TRC Laulani Village, LLC, as Grantor, and Association of Apartment Owners of Laulani, Property Development Centers LLC, City Mill Company, Limited, American Savings Bank, F.S.B., and TRC Laulani Village, LLC, as Grantee, was recorded in the Land Court as Document No. T-8906129 on May 21, 2014.

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EXHIBIT A-4
LEGAL DESCRIPTION FOR PUUNENE LAND
All of the premises comprising a portion of that certain condominium project known as the “PUUNENE SHOPPING CENTER” Condominium Project” (the “Project”), consisting of that certain parcel of land situate at Puunene, District of Wailuku, Island and County of Maui, State of Hawaii,

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and the improvements and appurtenances thereto, all as described in and established by that certain Declaration of Condominium Property Regime of Puunene Shopping Center, dated November 8, 2013, recorded in the Bureau of Conveyances of the State of Hawaii as Document No. A-50600302, as the same has been and may hereafter be amended from time to time (the “Declaration”), and described as follows:
FIRST
Unit Nos. 2, 3, 4, and 5 of the Project as described in the Declaration and as shown on Condominium Map No. 5232, filed in the Bureau, as the same has been and may hereafter be amended from time to time (the “Condominium Map”).
Together with all easements described in the Declaration as being appurtenant to the Unit, including the following:
a.      The exclusive right to use those certain limited common elements of the Project which are appurtenant to the Unit as described in the Declaration and/or shown on the Condominium Map.
b.      Non-exclusive easements in the common elements designed for such purposes for ingress, egress, utility services for and support, maintenance, and repair of the Unit; in the other common elements and Units for use according to their respective purposes, all as more particularly described in the Declaration and/or as shown on the Condominium Map.
SECOND
An undivided 3.17% (as to Unit No. 2); 2.53% (as to Unit No. 3); 5.32% (as to No. 4); and 40.41% (as to Unit No. 5) in all common elements of the Project, including the land upon which the Project is located, as established for the Unit by the Declaration, or such other interest as may hereafter be established for the Unit by any amendment to the Declaration, as tenants in common with the other owners of Units in the Project, as declared and established by the Declaration.
The land upon which the Project is located is more particularly described as follows:
All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Royal Patent Grant Number 3343 to Claus Spreckels) situate, lying and being at Puunene, District of Wailuku, Island and County of Maui, State of Hawaii, being LOT 2-C-4-C-1-A of the FIRST ASSEMBLY OF GOD SUBDIVISION, as shown on subdivision map dated May 28, 2008, last revised March 10, 2011, approved by the Department of Public Works, County of Maui, on May 31, 2011, corrected and accepted on May 18, 2012; and thus bounded and described:
Beginning at a pipe at the southwesterly corner of this lot, on the easterly side of Mokulele Highway (F.A.P. No. NH-0900(59)), said pipe being also the northwesterly corner of Lot 2-C-4-C-1-E of the First Assembly of God Subdivision, the coordinates of said point of beginning referred to Government Survey Triangulation Station “LUKE” being 2,889.63 feet south and 13,108.21 feet east and running by azimuths measured clockwise from True South:

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1.      149°      00’      485.72      feet along the easterly side of Mokulele Highway (F.A.P. No. NH-0900(59)) to a pipe;
2.
Thence along the southerly side of Ho’okele Street on a curve to the right with a radius of 30.00 feet, the chord azimuth and distance being:
190°      30’      39.76      feet to a pipe;
3.      232°      00’      158.73      feet along the southerly side of Ho’okele Street to a pipe;
4.      228°      34’ 10”      100.28      feet along same to a pipe;
5.      232°      00’      1,218.61      feet along same to a pipe;
6.
Thence along Lot 2-C-4-C-1-B of the First Assembly of God Subdivision on a curve to the right with a radius of 30.00 feet, the chord azimuth and distance being:
277°      00’      42.43      feet to a pipe;
7.      322°      00’      69.57      feet to a pipe;
8
Thence along same on a curve to the right with a radius of 355.00 feet, the chord azimuth and distance being:
337°      45’      192.72      feet to a pipe;
9.      353°      30’      41.38      feet along lot 2-C-4-C-1-B of the First Assembly of God Subdivision to a pipe;
10.
Thence along same on a curve to the left with a radius of 500.00 feet, the chord azimuth and distance being:
343°      34’ 30”      172.36      feet to a pipe;
11.      333°      39’      408.87      feet along Lot 2-C-4-C-1-B of the First Assembly of God Subdivision to a pipe;
12.      65°      10’      1,086.34      feet along Lot 2-C-4-C-1-E of the First Assembly of God Subdivision to a pipe;
13.      72°      30’      340.30      feet along same to the point of beginning and containing an area of 24.452 acres, more or less.
Together with a non-exclusive easement over and across Easement “D-5” for drainage purposes, as granted by GRANT OF DRAINAGE EASEMENT dated September 29, 2011, recorded as Document No. 2011-161644; being more particularly described therein and subject to the terms and conditions contained therein.
Together also with a non-exclusive easement over and across Easement “SA-1” for access purposes, as granted by GRANT OF ACCESS EASEMENT dated November 8, 2013, recorded as Document No. A-50600300; being more particularly described therein and subject to the terms and provisions contained therein.

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Said parcels of land having been acquired by PUUNENE SHOPPING CENTER, LLC, a Delaware limited liability company, as follows:
1.
As to Unit No. 3:
LIMITED WARRANTY DEED of PDI, INC., a Delaware corporation, dated December 23, 2014, recorded as Document No. A-54800243; and
2.      As to Unit Nos. 2, 4, and 5:
LIMITED WARRANTY DEED of PROPERTY DEVELOPMENT CENTERS LLC, a Delaware limited liability company, dated December 23, 2014, recorded as Document No. A-54800244.
B-1-1
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EXHIBIT B-1
LEASE INFORMATION FOR PROPERTY RELATED TO Hokulei LAND





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EXHIBIT B-2
LEASE INFORMATION FOR PROPERTY RELATED LAULANI LAND








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B-3-1
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EXHIBIT B-3
LEASE INFORMATION FOR PROPERTY RELATED PAD G LAND
NONE
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EXHIBIT B-4
LEASE INFORMATION FOR PROPERTY RELATED PUUNENE LAND



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EXHIBIT C
[Reserved]


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D-1
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EXHIBIT D
[RESERVED]
 
 
 
 


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EXHIBIT E
[RESERVED]
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EXHIBIT F-1
TITLE COMMITMENT FOR PROPERTY RELATED TO Hokulei LAND

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EXHIBIT F-2
TITLE COMMITMENT FOR PROPERTY RELATED TO LAULANI LAND



F-3-1
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EXHIBIT F-3
TITLE COMMITMENT FOR PROPERTY RELATED TO PAG G LAND
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EXHIBIT F-4
TITLE COMMITMENT FOR PUUNENE PROPERTY


G-6
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EXHIBIT G
FORM OF DEED
LAND COURT
REGULAR SYSTEM
 
Return By Mail
 
Pick-Up
 
To:

Attention: _____________________
Telephone: _____________________
 
TITLE OF DOCUMENT:
limited warranty deed
PARTIES TO DOCUMENT:
GRANTOR:
[Grantor] , a Delaware limited liability company
 
GRANTEE:
[A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company]
822 Bishop Street, Honolulu, Hawaii 96813
 
Tax Map Key (s): _________________ (This document consists of       pages.)
limited warranty deed
KNOW ALL MEN BY THESE PRESENTS:
THIS LIMITED WARRANTY DEED (this “Deed”) is made ________________________, 20___, by [Grantor] , a Delaware limited liability company (the “Grantor”), in favor of _________________________________________, whose address is 822 Bishop Street, Honolulu, Hawaii 96813 (the “Grantee”).
Grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to Grantor paid by Grantee, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell and convey unto the Grantee all of that certain real property more particularly described in Exhibit A attached hereto and made a part hereof, subject to the encumbrances noted on Exhibit A (the “Property”).
TOGETHER WITH all and singular the buildings, improvements, rights, tenements, hereditaments, easements, privileges and appurtenances thereunto belonging or appertaining or held and enjoyed in connection therewith.
TO HAVE AND TO HOLD the same unto Grantee in fee simple, forever.
AND the Grantor does hereby covenant with the Grantee that the granted premises are free and clear of all encumbrances made or suffered by the Grantor, except as noted in said Exhibit B , and except for assessments for real property taxes not yet by law required to be paid; and that the Grantor will WARRANT AND DEFEND the same unto

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the Grantee against the lawful claims and demands of all persons claiming by, through or under the Grantor, except as aforesaid.
The terms “Grantor” and “Grantee”, as and when used hereinabove or hereinbelow shall mean and include the masculine or feminine, the singular or plural number, individuals, associations, trustees, corporations, partnerships or limited liability companies, and their and each of their respective successors in trust, successors in interest, heirs, executors, personal representatives, administrators and permitted assigns, according to the context thereof, and that if these presents shall be signed by two or more grantors, or by two or more grantees, all covenants of such parties shall be and for all purposes deemed to be joint and several.
This instrument may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall together constitute one and the same instrument, binding all of the parties hereto, notwithstanding all of the parties are not signatory to the original of the same counterparts. For all purposes, including, without limitation, recordation, filing and delivery of this instrument, duplicate unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining pages assembled as one document.
The person or company recording or arranging for the recordation of this document is authorized to complete any blanks contained in this document with the applicable number of pages, dates, and recordation information, whether before or after this document has been notarized by a notary public, and in no event shall completion of such blanks be deemed an alteration of this document by means of the insertion of new content.
IN WITNESS WHEREOF, Grantor and Grantee have executed these presents as of the day and year first above written.

GRANTOR:
[___________________]
By:
Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:                     
Name:                     
Title:                     


 
 
 [ CALIFORNIA NOTARY FORM ]

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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
 
 
 
 
STATE OF
____________________
)SS
COUNTY OF
____________________
)
 
On _____________ _____, 20__ before me, ______________________________, Notary Public, personally appeared ___________________as___________________ of [______________], who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
 
 
WITNESS my hand and official seal.
 
 
 
Signature
 
__________________________________
 
 
 
 
     This area for official notarial seal
 
EXHIBIT A

LEGAL DESCRIPTION

Tax Map Key: _________
[ TO BE INSERTED ]

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EXHIBIT B
[ TO BE INSERTED ]
H-1
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EXHIBIT H
NOTICE TO TENANTS
__________________, 20__
Re:
[_______________________] (the “ Property ”)
This is to notify you that [TRC SPE], a [Delaware limited liability company] (“ Owner ”), has sold its interest in the property described above and in connection therewith has assigned its interest as landlord under your lease to [ A & B PROPERTIES HAWAII, LLC, SERIES R] , a Delaware limited liability company (“ Purchaser ”).
You are further notified that any refundable security deposits or any prepaid rents under your lease have been transferred to Purchaser.
Commencing as of                  , all rental payments under your lease shall be paid to Purchaser or as Purchaser shall direct. Please make your rent checks payable to Purchaser at the following address:
    
    
    
Any written notices you desire or are required to make to the landlord under your lease should hereafter be sent to Purchaser at the above address.

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Very truly yours,
[SPE OWNER]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:
Name:
Title:


I-1
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EXHIBIT I
NOTICE TO PARTIES TO SERVICE CONTRACTS
__________________, 20__
Re:
[__________________] (the “ Property ”)
Dear Service Provider:
This is to notify you that [TRC SPE], a [Delaware limited liability company] (“ Owner ”), has sold its interest in the property described above to [ A & B PROPERTIES HAWAII, LLC, SERIES R] , a Delaware limited liability company (“ Purchaser ”), and in connection therewith has assigned its interest under your service contract to Purchaser. All notices to the owner of the Property pursuant to your service contract at the Property should be sent to Purchaser in the manner provided in the service contract to the following address:
    
    
    
    

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Very truly yours,
[SPE OWNER]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:
Name:
Title:


J-1
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EXHIBIT J
CERTIFICATE OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code of 1986, as amended (the “ Code ”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445 of the Code), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee (i.e., A & B PROPERTIES HAWAII, LLC, SERIES R) that withholding of tax is not required upon the disposition of a U.S. real property interest by [TRC SPE], a [Delaware limited liability company] (“ Transferor ”), the undersigned hereby certifies the following on behalf of Transferor:
1.
Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and Income Tax Regulations);
2.
[Transferor is not a disregarded entity as defined in §1.1445-2(b)(2)(iii) of the Income Tax Regulations];
3.
Transferor’s U.S. employer identification number is [___________________]; and
4.
Transferor’s office address is in care of Terramar Retail Centers, LLC, 4695 MacArthur Court, Suite 700, Newport Beach, CA 92660.
Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

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Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Transferor.
TRANSFEROR
[SPE OWNER]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:
Name:
Title:

K-1
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EXHIBIT K
RESERVED



L-1-3
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EXHIBIT L
FORM TENANT ESTOPPEL CERTIFICATE
[TRC SPE]
c/o Terramar Retail Centers, LLC
4695 MacArthur Court, Suite 700
Newport Beach, CA 92660
Attention:Tom Kuehl
A & B PROPERTIES HAWAII, LLC, SERIES R
c/o A&B Properties, Inc.
822 Bishop Street
Honolulu, Hawaii 96813
[ADD PURCHASER’S LENDER OR EXISTING LENDER (IF LOAN BEING ASSUMED), IF NECESSARY]
Re:Lease described on Exhibit A (the “ Lease ”) between the undersigned (“ Tenant ”) and the Landlord named therein (“ Landlord ”) concerning the premises described therein (“ Leased Premises ”) located at the property generally described in Part C of Exhibit A (“ Property ”).
    
At the request of Landlord, made in connection with the proposed sale of the Property to the above named purchaser (“ Purchaser ”), the undersigned hereby certifies to Landlord, its successors and assigns, [and] Purchaser, [and the above named lender of Purchaser and/or Landlord] [any lender of Purchaser or Landlord] [(“ Lender ”)] [and to an as yet to be determined lender, and its successors, assigns, and participants [collectively, “ Lender ”] (“ Lender ”)], as follows:
1.      Except as shown on Part D of Exhibit A , the Lease is presently in full force and effect and the original Lease has not been amended, extended, supplemented or modified .
2.      The Lease represents the entire agreement between Tenant and Landlord with respect to the Leased Premises, the Property and the building of which the Leased Premises are a part .
3.      Except as disclosed in Part D of Exhibit A , Tenant is in sole possession of the Leased Premises and is occupying the Leased Premises and conducting business therein and Tenant has not entered into any assignment, sublease, hypothecation, leasehold mortgage or other agreement transferring or encumbering any of its interest in the Lease or the Leased Premises .

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4.      The commencement and expiration dates of the current term of the Lease (which is the current option term, if applicable) and certain information concerning rent provisions under the Lease, as well as the approximate square footage of the Leased Premises, are set forth on Exhibit A . Minimum rent and additional rent, real estate taxes, common area maintenance costs contributions and charges and all other charges due under the Lease have been paid (subject to any reconciliation required under the Lease, if any) up to and including ____________, 20__. No rent or other charge or expense has been paid more than 30 days in advance of its due date.
5.      The current amount of Tenant’s security deposit, if any, is as set forth on Part H of Exhibit A .
6.      Except as shown on Part K of Exhibit A , to the knowledge of the Tenant, Landlord has no unpaid obligations under the Lease .
7.      Except as shown on Part K of Exhibit A , neither Tenant nor, to Tenant’s best knowledge, Landlord is in default under any of the terms of the Lease, nor has any event occurred which with the passage of time or the giving of notice or both would constitute a default under the Lease . Except as shown on Part K of Exhibit A , Tenant has no claims, counterclaims, defenses or setoffs against Landlord arising under the Lease or in connection with the Leased Premises or the Property, and Tenant is not entitled to any concession, abatement, rebate, allowance or free or reduced rent for any period after the date hereof, except as set forth on Part K of Exhibit A .
8.      Except as shown on Part K of Exhibit A , possession of the Leased Premises has been delivered to Tenant, and Tenant has accepted the Leased Premises, occupies the Leased Premises and is open for business in the Leased Premises . Landlord has completed all construction required by the Lease and Landlord has no current obligation to pay for any Tenant finish, leasehold improvements or other construction. Further, all other conditions under the Lease to be performed by Landlord have been satisfied.
9.      Except as shown on Part K of Exhibit A , to Tenant’s best knowledge and belief, all space and improvements leased by Tenant have been completed in compliance with applicable laws and Tenant has received no notice of and has no knowledge of, any violation of any governmental law or requirement with respect to the Leased Premises or its operations .
10.      Except as shown on Part G of Exhibit A , Tenant does not have any right to renew or extend the Lease, or to terminate the Lease, or to expand or lease additional space, or any option or preferential right to purchase all or any part of or interest in the Leased Premises or the building of which the Leased Premises are a part, or the Property .
11.      The operation and use of the Leased Premises do not involve the generation, treatment, storage, disposal or release of a hazardous substance or a solid waste into the environment other than to the extent necessary to conduct its ordinary course of business in the Leased Premises and in accordance with all applicable environmental laws.

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12.      There are no actions pending against Tenant or any guarantor of Tenant’s obligations under the Lease pursuant to bankruptcy, insolvency or other similar laws of any jurisdiction .
13.      All of the matters set forth herein and on Exhibit A are true and correct as of the date hereof .

IN WITNESS WHEREOF , Tenant has executed this Estoppel Certificate on this _______ day of __________________, 20__.
Tenant:
[TO BE INSERTED]

    



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EXHIBIT A
Lease Document, Lease Terms, and Current Status
 
 
 
 
 
A.
Date of Lease:
_________________________________
B.
Parties:
_________________________________
 
 
 
1. Landlord:
_________________________________
 
2. Tenant:
_________________________________
 
   DBA:
_________________________________
C.
Premises Known As:
_________________________________
 
 
_________________________________
 
 
Suite No:
_________________________________
 
 
D.
Amendments, Assignments, Subleases, and Encumbrances
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
E.
Rent Commencement Date (Current Term):
________________________________
 
 
F.
Expiration Date (Current Term):
________________________________
 
 
G.
Rights to Renew, to Terminate, to Rent Additional Space or Purchase any portion of the Shopping Center
 
 
H.
Security Deposit Currently Held by Landlord:
$
 
I.
Current Fixed Minimum Rent (Annual):
$
J.
Approx. Square Feet:
_________________________________
 
 
K.
Other Issues: (None unless listed Below)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
L.FOR ULTA ESTOPPEL ONLY: Tenant agrees that, Planet Fitness or any other gym or fitness center falls within the meaning of the word “retailer” and “retail tenant” as such terms are used in the definition of Named Co-Tenants in Paragraph H of the Lease, the Co-Tenancy conditions in Section 2.3 of the Lease, and the exception of a 10,000 square foot or greater retailer from the massage exclusive in Section 5.4(a) of the Lease.N-1-1
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EXHIBIT N-1
LIST OF PENDING LITIGATION FOR PROPERTY RELATED TO Hokulei LAND
None


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N-2-1
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EXHIBIT N-2
LIST OF PENDING LITIGATION FOR PROPERTY RELATED TO LAULANI LAND
None
N-3-1
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EXHIBIT N-3
LIST OF PENDING LITIGATION FOR PROPERTY RELATED TO PAD G LAND

None      N-4-1
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EXHIBIT N-4
LIST OF PENDING LITIGATION FOR PROPERTY RELATED TO PUUNENE LAND
None


O-1
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EXHIBIT O
BILL OF SALE
[TRC SPE], a [Delaware limited liability company] (“ Seller ”), in consideration of Ten and No/100 Dollars ($10.00), receipt of which is hereby acknowledged does hereby sell, assign and transfer to A & B PROPERTIES HAWAII, LLC, SERIES R, a Delaware limited liability company (“ Purchaser ”), all of Seller’s right, title and interest in, to and under the Tangible Personal Property (as defined in that certain Purchase and Sale Agreement dated as of [______________] (the “ Agreement ”) by and between Seller and Purchaser) relating to that certain real property commonly known as [____________________] located at [_____________________]. Such sale, assignment and transfer does not include any of the Excluded Property (as defined in the Agreement).
This sale, assignment and transfer is made without representation, warranty or guaranty by, or recourse against, Seller of any kind whatsoever except that Seller warrants that it is the owner of the Tangible Personal Property, free and clear or any liens or other monetary encumbrances. Further, any implied warranties of quality, fitness or merchantability are hereby disclaimed.
The recourse of Purchaser against Seller, and its members, managers, officers, employees, agents and representatives, with respect to any alleged breach by or on the part of Seller of any representation, warranty, covenant, undertaking, indemnity or agreement contained in this Bill of Sale is subject to, and shall be limited as set forth in, the Agreement (including without limitation Section 9.2 , Section 9.6 and Section 10 thereof).
IN WITNESS WHEREOF , Seller has caused this Bill of Sale to be executed as of the ________ day of _________________, 20__.
[SPE OWNER]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:
Name:
Title:


P-1-1
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EXHIBIT P-1
MATERIAL VIOLATION DISCLOSURES FOR PROPERTY RELATED TO Hokulei LAND
NONE


P-2-1
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EXHIBIT P-2
MATERIAL VIOLATION DISCLOSURES FOR PROPERTY RELATED TO LAULANI LAND

NONE      P-3-1
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EXHIBIT P-3
MATERIAL VIOLATION DISCLOSURES FOR PROPERTY RELATED TO PAD G LAND
NONE
P-4-1
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EXHIBIT P-4
MATERIAL VIOLATION DISCLOSURES FOR PROPERTY RELATED TO PUUNENE LAND
NONE

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EXHIBIT Q
NOTICE TO PARTIES TO PROPERTY AGREEMENTS
__________________, 20__
Re:
[________________] (the “Property”)
This is to notify you that [TRC SPE], a [Delaware limited liability company] (“ Owner ”), has sold its interest in the property described above and in connection therewith has assigned its interest under that certain [                          dated              ] (the “ Agreement ”) to A & B PROPERTIES HAWAII, LLC, SERIES R, a Delaware limited liability company (“ Purchaser ”).
You are further notified that any prepaid amounts under the Agreement have been transferred to Purchaser.
Commencing as of ________________, all payments under the Agreement shall be paid to Purchaser or as Purchaser shall direct. Please make your rent checks payable to Purchaser at the following address:
[PURCHASER TO PROVIDE]

Any written notices you desire or are required to make to under the Agreement should hereafter be sent to Purchaser at the above address.

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Very truly yours,
[SPE OWNER]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:
Name:
Title:


R-3
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EXHIBIT R
ASSIGNMENT OF LEASES
[Recordable Format to be Used for Any Recorded Leases]
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this “ Assignment ”) is made and entered into as of                      (the “ Effective Date ”) by and between [TRC SPE], a [Delaware limited liability company] (“ Assignor ”), and A & B PROPERTIES HAWAII, LLC, SERIES R, a Delaware limited liability company (“ Assignee ”).
RECITALS:
A.      Assignor and Assignee have heretofore entered into that certain Purchase and Sale Agreement dated as of (the “ Purchase Agreement ”), pursuant to which Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, that certain real property commonly known as [__________________] located at [__________________________] (the “ Property ”).
B.      In connection with the transactions contemplated by the Purchase Agreement, Assignor has agreed to assign to Assignee all of its right, title and interest in, to and under all leases with respect to the Property, as more particularly described on the list attached hereto as Exhibit A (collectively, the “ Leases ”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

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1.      Assignment . Effective as of the Effective Date, Assignor hereby assigns, transfers, conveys and sets over to Assignee all of Assignor’s right, title and interest in, to and under the Leases, including any security deposits held thereunder. Such assignment, transfer and conveyance does not include any of the Excluded Property (as defined in the Purchase Agreement).
2.      Acceptance . Assignee hereby accepts the assignment of the Leases and agrees to assume, keep, perform and fulfill all liabilities and obligations of the landlord under the Leases which accrue from and after the Effective Date.
3.      Indemnity . Assignee hereby agrees to indemnify and hold Assignor harmless from and against any claims, costs or liabilities in connection with Assignee’s breach of any of the Leases arising or accruing on or after the date hereof. Assignor agrees to indemnify and hold Assignee harmless from and against any claims, costs or liabilities in connection with Assignor’s breach of any of the Leases arising or accruing prior to and until (but not including) the date hereof.
4.      Exculpation of Assignor and Related Parties . The recourse of Assignee with respect to any alleged breach by or on the part of Assignor of any representation, warranty, covenant, undertaking, indemnity or agreement contained in this Assignment is subject to, and shall be limited as set forth in, the Purchase Agreement (including without limitation Section 9.2 , Section 9.6 and Section 10 thereof).
5.      Binding Effect . This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
6.      No Modification . This Assignment shall not be altered, amended or otherwise modified, except as set forth in a written document executed by the parties hereto.
7.      Governing Law . This Assignment and all questions arising in connection herewith shall be governed by and construed in accordance with the internal laws of the state where the Property is located. The parties hereto consent to the jurisdiction of the courts of the State of Hawaii and to the United States District Court for the State of Hawaii. In the event either party to this Assignment commences a legal action to enforce or interpret the provisions hereof, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred therein.
8.      Counterparts; .PDF Signatures . This Assignment may be executed in two or more counterparts, all of which shall be read together and be construed as one instrument. In order to expedite the transaction contemplated herein, .pdf signatures sent via e-mail may be used in place of original signatures on this Assignment. Assignor and Assignee intend to be bound by the signatures on the e-mailed document, are aware that the other party will rely on the e-mailed signatures, and hereby waive any defenses to the enforcement of the terms of this Assignment based on the form of signature.

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[Signatures follow on next page]


IN WITNESS WHEREOF , Assignor and Assignee have executed and delivered this Assignment as of the Effective Date.
ASSIGNOR:
[TRC SPE]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:
Name:
Title:
ASSIGNEE:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By:
Name:
Title:

S-3
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EXHIBIT S
GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT (this “ Assignment ”) is made and entered into as of [_______________________] (the “ Effective Date ”) by and between [TRC SPE], a [Delaware limited liability company] (“ Assignor ”), and A & B PROPERTIES HAWAII, LLC, SERIES R, a Delaware limited liability company (“ Assignee ”).
RECITALS:
A.      Assignor and Assignee have heretofore entered into that certain Purchase and Sale Agreement dated as of [___________________] (the “ Purchase Agreement ”), pursuant to which Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, that certain real property commonly known as

Schedule 9.3.6-178
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[________________________] located at [___________________________] (the “ Property ”).
B.      In connection with the transactions contemplated by the Purchase Agreement, Assignor has agreed to assign to Assignee all of its right, title and interest, if any, in, to and under the maintenance, service, and other like contracts and agreements with respect to the ownership and operation of the Property or any portion thereof (excluding contracts affecting other properties in addition to the Property), as listed on Exhibit A attached hereto (collectively, the “ Service Contracts ”).
C.      In connection with the transactions contemplated by the Purchase Agreement, Assignor has agreed to assign to Assignee all of its right, title and interest, if any, in, to and under all intangible property, permits, licenses, approvals, guarantees and warranties benefiting or pertaining to the Property or any portion thereof, except for the Excluded Property (as defined in the Purchase Agreement) (collectively, the “ Intangibles ”).
D.      In connection with the transactions contemplated by the Purchase Agreement, Assignor has agreed to assign all of its right, title and interest, if any and to the extent assignable, in, to and under those documents listed on Exhibit B attached hereto (collectively, the “ Other Agreements ”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby covenant and agree as follows:
1.      Assignment . Effective as of the Effective Date, Assignor hereby assigns, transfers, conveys and sets over to Assignee all of Assignor’s right, title and interest, if any, in, to and under the Service Contracts, Intangibles and the Other Agreements. Such assignment, transfer and conveyance does not include any of the Excluded Property (as defined in the Purchase Agreement).
2.      Acceptance . Assignee hereby accepts the assignment of the Service Contracts, Intangibles and the Other Agreements, and agrees to assume, keep, perform and fulfill all liabilities and obligations of Assignor which accrue under the Service Contracts, Intangibles and the Other Agreements from and after the Effective Date.
3.      Indemnity . Assignee hereby agrees to indemnify and hold Assignor harmless from and against any claims, costs or liabilities in connection with Assignee’s breach of any of the Service Contracts, Intangibles or Other Agreements arising or accruing on or after the date hereof. Assignor agrees to indemnify and hold Assignee harmless from and against any claims, costs or liabilities in connection with Assignor’s breach of any of the Service Contracts, Intangible or Other Agreements arising or accruing prior to and until (but not including) the date hereof.
4.      Exculpation of Assignor and Related Parties . The recourse of Assignee with respect to any alleged breach by or on the part of Assignor of any representation, warranty,

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covenant, undertaking, indemnity or agreement contained in this Assignment is subject to, and shall be limited as set forth in, the Purchase Agreement (including without limitation Section 9.2 , Section 9.6 and Section 10 thereof).
5.      Binding Affect . This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
6.      No Modification . This Assignment shall not be altered, amended or otherwise modified, except as set forth in a written document executed by the parties hereto.
7.      Governing Law . This Assignment and all questions arising in connection herewith shall be governed by and construed in accordance with the internal laws of the state where the Property is located. . The parties hereto consent to the jurisdiction of the courts of the State of Hawaii and to the United States District Court for the State of Hawaii. In the event either party to this Assignment commences a legal action to enforce or interpret the provisions hereof, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred therein.
8.      Counterparts; .pdf Signatures . This Assignment may be executed in two or more counterparts, all of which shall be read together and be construed as one instrument. In order to expedite the transaction contemplated herein, .pdf signatures sent via e-mail may be used in place of original signatures on this Assignment. Assignor and Assignee intend to be bound by the signatures on the e-mailed document, are aware that the other party will rely on the e-mailed signatures, and hereby waive any defenses to the enforcement of the terms of this Assignment based on the form of signature.
[Signatures follow on next page] IN WITNESS WHEREOF , Assignor and Assignee have executed and delivered this Assignment as of the Effective Date.
ASSIGNOR:
[TRC SPE]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:
Name:
Title:
ASSIGNEE:
A & B PROPERTIES HAWAII, LLC, SERIES R , a Delaware limited liability company
By:
Name:
Title:

T-4

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EXHIBIT T

1031 ASSIGNMENT & ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Assignment Agreement ”) is entered into as of this ____ day of ________, 2017 (the “ Effective Date ,” which is one day prior to the Closing Date) by and among (i) A & B PROPERTIES HAWAII, LLC, SERIES R, a series of a Delaware limited liability company (“ ABP ”); (ii) T. G. EXCHANGE, INC., a Hawaii corporation (“ TGX ”); (iii) _______________________ (“__________”); and (iv) _______________________ (“__________”), and _______________________ (“__________”) (together, “ Transferor ”).
THE PARTIES ENTER INTO THIS ASSIGNMENT AGREEMENT on the basis of the following facts, understandings and intentions:
A.      ABP and Transferor entered into that certain Purchase and Sale Agreement with reference date ____________________ (as amended, and including addenda, the “ Acquisition Agreement ”), whereby, subject to certain terms and conditions, Transferor agreed to convey to ABP or its permitted assigns the real property located at _________________________ (the “ Property ”), as more particularly described in the Acquisition Agreement. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Acquisition Agreement.
B.      TGX is acting as qualified intermediary for ABP.
C.      ____________________ is disregarded as separate from ABP for income tax purposes.
D.      As of the Effective Date, ABP desires to assign all of its right, title and interest in, to and under the Acquisition Agreement to TGX.
E.      On the Closing Date, TGX desires Transferor to convey the Property to ____________________; and ____________________ desires to accept such conveyance.
NOW THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties hereto’ the parties agree as follows:
1. Assignment by Assignor . As of the Effective Date, ABP shall and hereby does assign and transfer all of its right, title and interest in, to and under the Acquisition Agreement to TGX (as qualified intermediary for ABP). TGX shall and hereby does accept such assignment and assume and agree to perform all of ABP’s duties, obligations and responsibilities arising under the Acquisition Agreement. The foregoing assignments shall not release ABP from any liability under the Acquisition Agreement.

Schedule 9.3.6-181
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2. Conveyance of Property . TGX shall and hereby does direct Transferor, on the Closing Date, to convey the Property to ____________________. Such conveyance shall not release ABP from any liability under the Acquisition Agreement.
3. Consent by Transferor . As of the Effective Date, Transferor shall and hereby does consent to the foregoing assignment and assumption of the Acquisition Agreement and instructions regarding the conveyance of the Property.
4. Benefit . This Assignment Agreement and all of the terms, covenants, and conditions hereof shall extend to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto.
5. Modifications . This Assignment Agreement may not be amended modified or otherwise changed in any manner except in writing and executed by the parties to be charged.
6. Miscellaneous . This Assignment Agreement shall be governed and construed in accordance with the laws of the State in which the Property is located. Any liability which may arise as a consequence of the execution of this Assignment by any entity that is party hereto shall be a liability of such entity and not the personal liability any officer, director, shareholder or employee of such entity or any affiliate thereof. This Assignment Agreement may be executed in counterparts and delivered by fax machine, as a PDF attached to an email, or by other electronic transmission, and each counterpart so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and the counterparts together shall constitute one and the same instrument .
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement as of the day and year first above written.


Schedule 9.3.6-182
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ABP :
 
A & B PROPERTIES HAWAII, LLC, SERIES R, a series of a Delaware limited liability company

By: __________________________________
Name:
Title:

By: __________________________________
Name:
Title:
 
____________________:
 
____________________,
a ____________________
    
     By: _______________________________
     Name:
     Title:
     
     By: _______________________________
     Name:
     Title:
[SIGNATURES CONTINUE ON THE FOLLOWING PAGES]


 
TGX :
 
T. G. EXCHANGE, INC.,
a Hawaii corporation

By: __________________________________
Name:
Title:

By: __________________________________
Name:
Title:
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

Schedule 9.3.6-183
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Transferor :
 
____________________,
a ____________________

By: __________________________________
Name:
Title:
 
____________________,
a ____________________

By: __________________________________
Name:
Title:

U-5
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EXHIBIT U

1031 ASSIGNMENT & RELEASE AGREEMENT

ASSIGNMENT AND RELEASE AGREEMENT
THIS ASSIGNMENT AND RELEASE AGREEMENT (this “ Release Agreement ”) is entered into as of this ____ day of ________, 2017 (the “ Effective Date , ” which is one day after the Closing Date) by and among (i)  T. G. EXCHANGE, INC., a Hawaii corporation (“ TGX ”); (ii) A & B PROPERTIES HAWAII, LLC, SERIES R, a series of a Delaware limited liability company (“ ABP ”), and _______________________ (“__________”) (together, the “ ABP Entities ”); and (iii) _______________________, and _______________________ (together, “ Transferor ”) .
THE PARTIES ENTER INTO THIS ASSIGNMENT AND RELEASE AGREEMENT on the basis of the following facts, understandings and intentions:
A.      ABP and Transferor entered into that certain Purchase and Sale Agreement with reference date ______________ (as amended, and including addenda, the “ Acquisition Agreement ”), whereby, subject to certain terms and conditions, Transferor agreed to convey to ABP or its permitted assigns the real property located at __________________________ (the “ Property ”), as more particularly described

Schedule 9.3.6-184
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in the Acquisition Agreement. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Acquisition Agreement.
B.      Pursuant to that certain Assignment and Assumption Agreement dated as of ________ ____, 2017 (the “ Assignment Agreement ”), ABP assigned all of its right, title and interest in, to and under the Acquisition Agreement to TGX. TGX assumed and accepted ABP’s obligations arising under the Acquisition Agreement, but directed that the Property be conveyed to __________________. Transferor consented to the assignment and instructions regarding the conveyance of the Property.
C .      The Property was transferred to ___________________ pursuant to the Acquisition Agreement (as assigned) .
D .      TGX now desires to reassign to the ABP Entities any remaining representations, warranties, indemnities, covenants, liabilities and obligations which survive the date of closing of escrow and transfer of the Real Property (the “ Closing ”).
NOW THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties hereto, the parties agree as follows:
1.      Assignment by TGX . As of the Effective Date, TGX shall and hereby does reassign and transfer to the ABP Entities all of its right, title and interest in, to and under each of the representations, warranties, indemnities, covenants, liabilities and obligations in the Acquisition Agreement which by their terms survive the Closing; and the ABP Entities hereby assume the same.
2.      Consent and Release of Assignor . As of the Effective Date, Transferor shall and hereby does (a) consent to the foregoing assignment and (b) release TGX of and from any and all obligations TGX may now have or may in the past have had or in the future may have towards Transferor arising under or in connection with the Acquisition Agreement. This Release Agreement does not release the ABP Entities from any liability under the Acquisition Agreement.
3.      Benefit . This Release Agreement and all of the terms, covenants, and conditions hereof shall extend to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto.
4.      Modifications . This Release Agreement may not be amended, modified or otherwise changed in any manner except in writing and executed by the parties to be charged.
5.      Miscellaneou s. This Release Agreement shall be governed and construed in accordance with the laws of the State in which the Real Property is located. Any liability which may arise as a consequence of the execution of this Assignment by any entity that is party hereto shall be a liability of such entity and not the personal liability of any officer, director, shareholder

Schedule 9.3.6-185
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or employee of such entity or any affiliate thereof. This Release Agreement may be executed in counterparts and delivered by fax machine, as a PDF attached to an email, or by other electronic transmission, and each counterpart so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and the counterparts together shall constitute one and the same instrument .
[SIGNATURES PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have executed this Release Agreement as of the day and year first above written.
 
TGX :
 
T. G. EXCHANGE, INC.,
a Hawaii corporation


By: __________________________________
Name:
Title:


By: __________________________________
Name:
Title:


[SIGNATURES CONTINUE ON FOLLOWING PAGES]


Schedule 9.3.6-186
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ABP :
 
A & B PROPERTIES HAWAII, LLC, SERIES R
a series of a Delaware limited liability company


By: __________________________________
Name:
Title:


By: __________________________________
Name:
Title:

 
____________________:
 
____________________,
a ____________________


    
     By: _______________________________
     Name:
     Title:

     
     By: _______________________________
     Name:
     Title:

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

 
Transferor :
 
____________________,
a ____________________


By: __________________________________
Name:
Title:
 
____________________,
a ____________________


By: __________________________________
Name:
Title:
 


V-5
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EXHIBIT V
FORM OF ASSIGNMENT OF DECLARANT RIGHTS



Return by Mail ( ) Pickup ( x ) To:
 
This document contains _____ pages
Tax Map Key Nos.
 
ASSIGNMENT AND ASSUMPTION OF [DECLARANT, DEVELOPER] RIGHTS

THIS ASSIGNMENT AND ASSUMPTION OF [DECLARANT, DEVELOPER] RIGHTS (“ Assignment ”) is made effective as of              , 20 (“ Effective Date ”), by and between [TRC SPE], a [Delaware limited liability company] whose address is ____________________________________ (“ Assignor ”), and [A & B PROPERTIES HAWAII, LLC, a Delaware limited liability company], whose address is 822 Bishop Street, Honolulu, Hawaii 96813 (“ Assignee ”).
RECITALS.
A.      Assignor and Assignee have heretofore entered into that certain Purchase and Sale Agreement dated as of (the “ Purchase Agreement ”), pursuant to which Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, that certain real property commonly known as [__________________] located at [__________________________] (the “ Property ”).
B.      Assignor is the [“Declarant,” “Developer,” etc.] under that certain [Declaration, REA, etc.] dated as of          , and [filed / recorded] in the [Office of the Assistant Registrar of the Land Court of the State of Hawaii / Bureau of Conveyances of the State of Hawaii] as Document No.          [(the “Declaration”) (the “REA”) etc.]
C.      By this Assignment, Assignor, as the [Declarant, Developer, etc.] under the [Declaration, REA, etc.], desires to assign and transfer to Assignee, and Assignee agrees to assume, all of the rights, privileges, powers, interests and obligations of the [Declarant, Developer, etc.] under the [Declaration, REA, etc.].

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NOW THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the following:
1. Assignor hereby assigns and transfers to Assignee all of the rights, privileges, powers, interests and obligations of the [Declarant, Developer, etc.] under the [Declaration, REA, etc.].
2. Assignee hereby assumes all of the rights, privileges, powers, interests and obligations of the [Declarant, Developer, etc.] under the [Declaration, REA, etc.] and covenants to and with Assignor that Assignee shall observe and perform the rights, privileges, powers, interests and obligations of the [Declarant, Developer, etc.] in accordance with the terms thereof.
3. Assignee hereby agrees to indemnify and hold Assignor harmless from and against any claims, costs or liabilities in connection with Assignee’s breach of any of the [Declaration, REA, etc.] arising or accruing on or after the date hereof. Assignor agrees to indemnify and hold Assignee harmless from and against any claims, costs or liabilities in connection with Assignor’s breach of any of the [Declaration, REA, etc.] arising or accruing prior to and until (but not including) the date hereof.
4. The recourse of Assignee against Assignor, and its members, managers, officers, employees, agents and representatives, with respect to any alleged breach by or on the part of Assignor of any representation, warranty, covenant, undertaking, indemnity or agreement contained in this Assignment is subject to, and shall be limited as set forth in, the Purchase Agreement (including without limitation Section 9.2 , Section 9.6 and Section 10 thereof).
5. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
6. The parties hereto agree that this instrument may executed in counterparts, each of which shall be deemed an original and said counterparts shall together constitute one and the same agreement binding all of the parties hereto notwithstanding all of the parties are not signatory to the original or the same counterparts. For all purposes, including without limitation, recordation, filing and delivery of this instrument, duplicate unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining pages assembled as one document.
[Signatures on the following page]
IN WITNESS WHEREOF, the undersigned have executed this instrument effective as of the Effective Date.

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ASSIGNOR:
[TRC SPE]
By: Terramar Retail Centers, LLC, a Delaware limited liability company, its Sole Member
By:
Name:
Title:
ASSIGNEE:
[A & B PROPERTIES HAWAII, LLC,
a Delaware limited liability company]


By:
Name:  
Title:  

By:
Name:
Title:

“Assignee”
[ CALIFORNIA NOTARY FORM ]
 
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
 
 
 
STATE OF
____________________
)SS
COUNTY OF
____________________
)
 
On _____________ _____, 20__ before me, ______________________________, Notary Public, personally appeared ___________________as___________________ of [______________], who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
 
 
WITNESS my hand and official seal.
 
 
 
Signature
 
__________________________________
 
 
 
 
     This area for official notarial seal

 
 
 
STATE OF HAWAII

CITY AND COUNTY OF HONOLULU
)
)
)
ss.
On ______________ before me personally appeared ____________________________ , to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if applicable, in the capacity shown, having been duly authorized to execute such instrument in such capacity.
        
Type or print name:
Notary Public, State of Hawaii
My commission expires:
(Official Stamp or Seal)


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NOTARY CERTIFICATION STATEMENT
Document Identification or Description: Assignment and Assumption of
[Declarant, Developer] Rights

  Doc. Date: ___________________ or   Undated at time of notarization
No. of Pages: ___Jurisdiction: First Circuit
(in which notarial act is performed)

Signature of Notary Date of Notarization and
Certification Statement

        (Official Stamp or Seal)
Printed Name of Notary



STATE OF HAWAII

CITY AND COUNTY OF HONOLULU
)
)
)
ss.
On ______________ before me personally appeared ____________________________ , to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if applicable, in the capacity shown, having been duly authorized to execute such instrument in such capacity.
        
Type or print name:
Notary Public, State of Hawaii
My commission expires:
(Official Stamp or Seal)


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NOTARY CERTIFICATION STATEMENT
Document Identification or Description: Assignment and Assumption of
[Declarant, Developer] Rights

  Doc. Date: ___________________ or   Undated at time of notarization
No. of Pages: ___Jurisdiction: First Circuit
(in which notarial act is performed)

Signature of Notary Date of Notarization and
Certification Statement

        (Official Stamp or Seal)
Printed Name of Notary




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EXHIBIT W
FORM OF GUARANTY
This Guaranty (“Guaranty”) is entered into as of _________________________ by TERRAMAR RETAIL CENTERS, LLC, a Delaware limited liability company (“Guarantor”) in favor of A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company, and [insert names of Purchaser Designees] (individually and collectively, “Purchaser”) with reference to the following:
WHEREAS, A & B PROPERTIES HAWAII, LLC, SERIES R , a series of a Delaware limited liability company and Guarantor’s subsidiaries, HOKULEI VILLAGE, LLC , a Delaware limited liability company, TRC LAULANI VILLAGE, LLC , a Delaware limited liability company, LAULANI VILLAGE PAD G, LLC , a Delaware limited liability company and PUUNENE SHOPPING CENTER, LLC , a Delaware limited liability company (individually and collectively, “Seller”) entered into that certain Purchase and Sale Agreement dated

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November ______, 2017 (the “Agreement”), regarding Purchaser’s acquisition of three shopping centers owned by Seller located in the State of Hawaii (the “Properties”); and
WHEREAS, Guarantor will directly or indirectly benefit from Purchaser’s purchase of the Properties pursuant to the Agreement; and
WHEREAS, pursuant to Section 10.2 of the Agreement, Seller agreed to at closing under the Agreement (“ Closing ”) deliver Guarantor’s guaranty of Seller’s payment of Seller’s debts, obligations or liabilities to Purchaser that arise after Closing pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations of Seller under the Agreement or any document of conveyance executed by Seller or delivered to Purchaser by Seller in connection with Closing (the “ Post-Closing Obligations ”).
NOW THEREFORE, in consideration of the foregoing premises and as an inducement for Purchaser’s execution, delivery and performance of the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby agrees as follows:
1. Guarantor unconditionally guarantees to Purchaser Seller’s full and punctual payment of all of the Post-Closing Obligations, provided that Guarantor’s total liability under this Guaranty shall not exceed Ten Million Dollars ($10,000,000.00) (the “Liability Limitation”). The Liability Limitation under this Guaranty shall be reduced by the amount of any payments Purchaser receives from Seller or the Holdback Account established under Section 10.1 of the Agreement.
2. Purchaser’s right to enforce this Guaranty shall survive for only twelve (12) months from and after the Closing (the “ Survival Period ”). No claim by Purchaser against Guarantor under this Guaranty shall be actionable or payable unless written notice containing a description of the specific nature of such claim shall have been given to Guarantor prior to the expiration of the Survival Period and an action shall have been commenced in a court having jurisdiction within forty-five (45) days after the expiration of the Survival Period, in which case Guarantor’s obligations hereunder with respect to such action shall survive until such action is fully and finally resolved.
3. Until the expiration of the Survival Period, Guarantor shall maintain net assets, determined in accordance with generally accepted accounting principles, of no less than TWO HUNDRED MILLION DOLLARS ($200,000,000.00) (the “Net Assets Requirement”). If at any time during the Survival Period Guarantor does not meet the Net Assets Requirement, Guarantor shall immediately deposit in the Holdback Account established under Section 10.1 of the Agreement Nine Million Dollars ($9,000,000), which

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amount shall become part of the Holdback Amount and shall be held and disbursed in accordance with Section 10.1 of the Agreement. For purposes of verifying compliance with the Net Assets Requirement, Guarantor shall, throughout the Survival Period, provide Purchaser with Guarantor’s unaudited quarterly financial statements within sixty (60) days after the end of each calendar quarter.
4. The liability of Guarantor hereunder shall be primary and joint and several with Seller. Guarantor waives notice of any breach or default by Seller. If, at any time, default shall be made by Seller in the payment of any Post-Closing Obligations, Guarantor shall promptly on demand pay to Purchaser the Post-Closing Obligations then-due. If any right of action shall accrue to Purchaser under the Agreement with respect to the Post-Closing Obligations, Purchaser may, at Purchaser’s option, proceed against Guarantor without having commenced any action or having obtained any judgment against Seller.
5. Any act of Purchaser, or the successors or assigns of Purchaser, consisting of a waiver of any of the terms, covenants, conditions or agreements of the Agreement, or the granting of any indulgences or extensions of time to Seller, may be done without notice to Guarantor and without releasing or otherwise affecting the obligations of Guarantor hereunder.
6. Intentionally Omitted.
7. The liability of Guarantor hereunder shall in no way be affected by (a) the release or discharge of Seller in any creditors’, receivership, bankruptcy or other proceedings, (b) the impairment, limitation or modification of the liability of Seller or the estate of Seller in bankruptcy, or any remedy for the enforcement of Seller’s said liability under the Agreement resulting from the operation of any present or future provision of the U.S. Bankruptcy Code or other statutes or from the decisions of any court, (c) the rejection or disaffirmance of the Agreement in any such proceedings; (d) the assignment or transfer of the Agreement by Seller, (e) any disability or other defense of Seller, or (f) the cessation from any cause whatsoever of the liability of Seller except satisfaction of the Post-Closing Obligations.
8. Until all of the Post-Closing Obligations are fully discharged, Guarantor (a) shall have no right of subrogation against Seller by reason of any payments or acts or performance by Guarantor in compliance with the obligations of Guarantor hereunder, (b) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Seller by reason of any one or more payments or acts of performance in compliance with the obligations of Guarantor hereunder, and (c) subordinates any liability or indebtedness of Seller now or hereafter held by Guarantor to the obligations of Seller to the Purchaser under the Agreement; provided, however, that nothing contained herein shall prohibit Seller from making capital distributions to Guarantor.
9. Guarantor hereby (a) consents to any amendments, modifications, extensions or renewals of the Agreement and (b) waives notice of any such amendments, modifications, extensions or renewals.
10. The Guarantor shall pay all costs and expenses, including reasonable attorneys’ fees, incurred by Purchaser in enforcing the obligations of Seller hereby guaranteed or the obligations of Guarantor hereunder.
11. This instrument shall be governed by the laws of the State of Hawaii.

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12. Guarantor hereby irrevocably submits to the jurisdiction of the Circuit Court of the First Circuit of the State of Hawaii and the Federal District Court for the District of Hawaii.
13. Guarantor and Purchaser by accepting this Guaranty hereby waive their right to trial by jury in any action proceeding or counterclaim brought in connection with this Guaranty or the Agreement.
14. Guarantor shall not take any action the sole purpose of which is to avoid liability under this Guaranty.
15. All notices, requests, demands or other communications required or permitted under this Guaranty shall be in writing and delivered personally or by certified mail, return receipt requested, postage prepaid, or by overnight courier (such as Federal Express), addressed as follows below. All notices given in accordance with the terms hereof shall be deemed given when received or upon refusal of delivery. Either party hereto may change the address for receiving notices, requests, demands or other communication by notice sent in accordance with the terms of this Section.

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If to Guarantor :
Terramar Retail Centers, LLC
4695 MacArthur Court, Suite 700
Newport Beach, CA 92660
Attention:Tom Kuehl
Telephone:(949) 662-2122

With a copy to :
Barack Ferrazzano Kirschbaum & Nagelberg LLP
200 West Madison Street, Suite 3900
Chicago, Illinois 60606
Attention: Chuck Picton, Esq.
Telephone:(312) 629-5133
If to Purchaser :
c/o A&B Properties Hawaii, LLC Series R
822 Bishop Street
Honolulu, Hawaii 96813
Attention:Jeff Pauker
Telephone:(808) 525-6611
With a copy to :
A&B Properties Hawaii, LLC Series R
822 Bishop Street
Honolulu, Hawaii 96813
Attention:General Counsel
Telephone:(808) 525-6611

With a copy to :
Cades Schutte LLP
1000 Bishop Street, 12 th  Floor
Honolulu, Hawaii 96813
Attention:Richard Kiefer, Esq.
Telephone:(808) 521-9200
16. This instrument may not be changed, modified, discharged or terminated orally or in any other manner other than by an agreement in writing signed by Guarantor and Purchaser.
IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first written above.
TERRAMAR RETAIL CENTERS, LLC
By         

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Name:
Title:

SCHEDULE 1.4
TANGIBLE PERSONAL PROPERTY
A14.JPG
A15.JPG

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A147.JPG

Schedule 1.7-1
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SCHEDULE 1.7
OTHER AGREEMENTS
8.
Those two (2) certain AIA Document A102 - 2007 Standard Form of Agreements Between Owner and Contractor by and between Puunene Seller, as owner, and Maryl Group Construction, Inc., as contractor, including all amendments thereto, concerning the development of the Puunene Shopping Center.
9.
That certain AIA Document A102 - 2007 Standard Form of Agreement Between Owner and Contractor by and between Puunene Seller, as owner, and Maryl Group Construction, Inc., as contractor, including all amendments thereto, regarding the Ulta space build-out at Puunene.
10.
All contracts between Puunene Seller and any architects, engineers or other design professionals or contractors in connection with the work covered by the contracts listed above to be identified by Seller within seven (7) days of the Effective Date.


Schedule 2-2
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SCHEDULE 2.1
PURCHASE PRICE ALLOCATION


Schedule 9.3.6-199
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Seller and Purchaser agree that the Purchase Price is allocated as follows for purposes of this Agreement:

1.      $124,000,000.00 is allocated to the Laulani Land and the Pad G Land, collectively, the Improvements thereon, and all related assets.

2. $70,000,000.00 is allocated to the Hokulei Land, the Improvements thereon, and all related assets.

3.      $68,500,000.00 is allocated to the Puunene Land, the Improvements thereon, and all related assets.

For purposes of calculations of State of Hawaii conveyance tax the parties agree to further allocate each such amounts among the separate Tax Map Key parcels that comprise each of the shopping centers.

SCHEDULE 2.2
LEASING & CONSTRUCTION CREDITS


Schedule 9.3.6-200
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V9.JPG

Schedule 9.3.6-201
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Schedule 4.1(n)-2
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Schedule 9.3.6-202
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SCHEDULE 4.1(n)
DECLARATIONS AND R.E.A.s
No.
Property
Document/Agreement
Counterparty
1.
Puunene Shopping Center
Operation and Easement Agreement
Dated: November 8, 2013
Document No.: A-50600305
Parties: Target Corporation, Property Development Centers LLC, and PDC I, Inc.
“Party” - Target Corporation, a Minnesota corporation
“ Operator ” -       (if any)
2.
Laulani
Amended and Restated Declaration of Easements with Covenants and Restrictions Affecting Land
Dated: June 6, 2013
Document No.: A-49050284
Parties: Property Development Centers LLC, a Delaware limited liability company and Safeway Inc., a Delaware corporation
“Owner”  - (1)  American Savings Bank, F.S.B., a federal savings bank , and (2)  City Mill Company, Limited, a Hawaii corporation
“Maintenance Director ” - Property Development Centers LLC, a Delaware limited liability company is the initial Maintenance Director under the original Declaration
Safeway Inc. , a Delaware corporation
3.
Laulani
Amended and Restated Infrastructure Plan dated and effective October 19, 2011, by and between Gentry Homes, Ltd., a Hawaii corporation and Property Development Centers, LLC, a Delaware limited liability company
(1) Gentry Homes, Ltd., a Hawaii corporation
4.
Hokulei Village
Exhibit “D” (Reciprocal Easement Agreement) to Declaration of Condominium Property Regime of Hokulei Village
(1) Grove Farm Properties, Inc., a Hawaii corporation
(2) American Savings Bank, F.S.B., a federal savings Bank
5.
Hokulei Village
Exhibit “E” (Restrictive Agreement Affecting Revised Phase 2 Land) to Declaration of Condominium Property Regime of Hokulei Village
(1) Grove Farm Properties, Inc., a Hawaii corporation
(2) Safeway, Inc., a Delaware corporation
6.
Puunene Shopping Center
Declaration of Condominium Property Regime
(1) Target Corporation
(2) Association of Unit Owners
7.
Puunene Shopping Center
Site Development Agreement dated November 8, 2013
Target Corporation

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SCHEDULE 8.1
DUE DILIGENCE DOCUMENTS
Those documents, reports and agreements related to the Property delivered, or otherwise made available, to Purchaser on or before the Effective Date.

Schedule 9.3.1-1
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SCHEDULE 9.3.1
approved new leases

pUUNENE lAND
jERSEY mIKE’S
hAWAII STATE FEDERAL CREDIT UNION
STARBUCKS
FoRK & SALAD
LAULANI LAND & PAD G LAND
NONE
LAULANI LAND & PAD G LAND
NONE
HOKULEI LAND
TWO MOTHERS MONTESSORI



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3     
ImanageDB:4196949.2
ImanageDB:4196949.2
SCHEDULE 9.3.6
PERMITTED ACTIONS
Amendment of the Safeway Inc. lease at the Hokulei Land to increase the “monthly rent” payable thereunder to $155,437.00 per month, effective no later than the Closing Date.

 




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ALEXANDER & BALDWIN, LLC
SERIES L SENIOR NOTE
No. L-1
ORIGINAL PRINCIPAL AMOUNT: $2,076,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.89%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2028
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or registered assigns, the principal sum of TWO MILLION SEVENTY-SIX THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52501.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52501.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52501.2

ALEXANDER & BALDWIN, LLC
SERIES L SENIOR NOTE
No. L-2
ORIGINAL PRINCIPAL AMOUNT: $3,828,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.89%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2028
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or registered assigns, the principal sum of THREE MILLION EIGHT HUNDRED TWENTY-EIGHT THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52501.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52501.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52501.2


ALEXANDER & BALDWIN, LLC
SERIES L SENIOR NOTE
No. L-3
ORIGINAL PRINCIPAL AMOUNT: $7,080,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.89%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2028
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to THE GIBRALTAR LIFE INSURANCE CO., LTD., or registered assigns, the principal sum of SEVEN MILLION EIGHTY THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52501.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52501.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52501.2


ALEXANDER & BALDWIN, LLC
SERIES L SENIOR NOTE
No. L-4
ORIGINAL PRINCIPAL AMOUNT: $720,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.89%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2028
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY, or registered assigns, the principal sum of SEVEN HUNDRED TWENTY THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52501.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52501.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52501.2


ALEXANDER & BALDWIN, LLC
SERIES L SENIOR NOTE
No. L-5
ORIGINAL PRINCIPAL AMOUNT: $876,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.89%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2028
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY, or registered assigns, the principal sum of EIGHT HUNDRED SEVENTY-SIX THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52501.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52501.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52501.2


ALEXANDER & BALDWIN, LLC
SERIES L SENIOR NOTE
No. L-6
ORIGINAL PRINCIPAL AMOUNT: $1,839,600.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.89%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2028
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to FARMERS INSURANCE EXCHANGE, or registered assigns, the principal sum of ONE MILLION EIGHT HUNDRED THIRTY-NINE THOUSAND SIX HUNDRED AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52501.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52501.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52501.2


ALEXANDER & BALDWIN, LLC
SERIES L SENIOR NOTE
No. L-7
ORIGINAL PRINCIPAL AMOUNT: $788,400.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.89%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2028
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to MID CENTURY INSURANCE COMPANY, or registered assigns, the principal sum of SEVEN HUNDRED EIGHTY-EIGHT THOUSAND FOUR HUNDRED AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52501.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.
 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52501.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52501.2


ALEXANDER & BALDWIN, LLC
SERIES L SENIOR NOTE
No. L-8
ORIGINAL PRINCIPAL AMOUNT: $792,000.00
ORIGINAL ISSUE DATE: April 18, 2018
INTEREST RATE: 4.89%
INTEREST PAYMENT DATES: Semi-annually on each April 18 and October 18
FINAL MATURITY DATE: April 18, 2028
PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None
FOR VALUE RECEIVED , each of the undersigned, ALEXANDER & BALDWIN, LLC (herein called the “ Company ”), a limited liability company organized under the laws of the State of Delaware, ALEXANDER & BALDWIN, LLC, SERIES R, ALEXANDER & BALDWIN, LLC, SERIES T, and ALEXANDER & BALDWIN, LLC, SERIES M, on a joint and several basis, hereby promises to pay to FARMERS NEW WORLD LIFE INSURANCE COMPANY, or registered assigns, the principal sum of SEVEN HUNDRED NINETY-TWO THOUSAND AND 00/100 DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on the Final Maturity Date specified above and on each Interest Payment Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand).
Payments of principal, Yield-Maintenance Amount, if any, and interest are to be made in lawful money of the United States of America at JPMorgan Chase Bank, New York, New York or at such other place as the holder hereof shall designate to the Company in writing.
This Note is one of a series of senior notes (herein called the “ Notes ”) issued pursuant to a Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as from time to time amended, restated, supplemented or otherwise modified, the “ Agreement ”), between the Company, Alexander & Baldwin, Inc. and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand, and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representations set forth in paragraph 9B of the Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Agreement.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a replacement Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person

 
 
 
SAN_FRANCISCO/#52501.2

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.
This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement, but not otherwise.
The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.
If an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount), and with the effect, provided in the Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.

 
ALEXANDER & BALDWIN, LLC  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Authorized signatory
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Authorized signatory
 
ALEXANDER & BALDWIN, LLC, SERIES R  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer

 
 
 
SAN_FRANCISCO/#52501.2

 
ALEXANDER & BALDWIN, LLC, SERIES T  

 
By: /s/ James E. Mead     
        James E. Mead  
        Its: Chief Financial Officer
By: /s/ Nelson N. S. Chun      
        Nelson N. S. Chun  
        Its: Senior Vice President and Chief Legal Officer
 
ALEXANDER & BALDWIN, LLC, SERIES M  

 
By: /s/ Christopher J. Benjamin     
        Christopher J. Benjamin
        Its: President & Chief Executive Officer
 
PGIM, INC.


By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
THE GIBRALTAR LIFE INSURANCE CO., LTD.

 
By: Prudential Investment Management Japan Co., Ltd., as Investment Manager
By: PGIM, Inc., as Sub-Advisor
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY  
By:      PGIM, Inc., as investment manager
By:   /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
FARMERS INSURANCE EXCHANGE
By:    Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:    Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President
 
MID CENTURY INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President

 
 
 
SAN_FRANCISCO/#52501.2

 
FARMERS NEW WORLD LIFE INSURANCE COMPANY  
By:      Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:      Prudential Private Placement Investors, Inc., (as its General Partner)
By: /s/ Brad Wiginton    
Name: Brad Wiginton
Title: Vice President


 
 
 
SAN_FRANCISCO/#52501.2


EXHIBIT 31.1
CERTIFICATION
I, Christopher J. Benjamin, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Alexander & Baldwin, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
By  /s/ Christopher J. Benjamin
 
 
Christopher J. Benjamin
 
 
President and Chief Executive Officer
Date:
May 9, 2018
 




EXHIBIT 31.2
CERTIFICATION
I, James E. Mead, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Alexander & Baldwin, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
By /s/ James E. Mead
 
 
James E. Mead
 
 
Executive Vice President and Chief Financial Officer
Date:
May 9, 2018
 




EXHIBIT 32
Certification of Chief Executive Officer and
Chief Financial Officer Pursuant to
18 U.S.C. Section 1350, As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Alexander & Baldwin, Inc. (the "Company") for the quarterly period ended March 31, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Christopher J. Benjamin, as President and Chief Executive Officer of the Company, and James E. Mead, as Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/ s/ Christopher J. Benjamin
Name:
Christopher J. Benjamin
Title:
President and Chief Executive Officer
Date:
May 9, 2018

/ s/ James E. Mead
Name:
James E. Mead
Title:
Executive Vice President and Chief Financial Officer
Date:
May 9, 2018




Exhibit 95
MINE SAFETY DISCLOSURE
The operation of Grace Pacific LLC’s Makakilo Quarry (the “Quarry”) is subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects the Quarry on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Company is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its mining operation in its periodic reports filed with the Securities and Exchange Commission (the “SEC”). We have provided information below in response to the rules and regulations of the SEC issued under Section 1503(a) of the Dodd-Frank Act.
The Dodd-Frank Act and the subsequent implementing regulation issued by the SEC require disclosure of the following categories of violations, orders and citations: (1) Section 104 S&S Citations, which are citations issued for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard; (2) Section 104(b) Orders, which are orders issued upon a follow up inspection where the inspector finds the violation previously cited has not been totally abated in the prescribed time period; (3) Section 104(d) Citations and Orders, which are issued upon violations of mandatory health or safety standards caused by an unwarrantable failure of the operator to comply with the standards; (4) Section 110(b)(2) Violations, which result from the reckless and repeated failure to eliminate a known violation; (5) Section 107(a) Orders, which are given when MSHA determines that an imminent danger exists and results in an order of immediate withdrawal from the area of the mine affected by the condition; and (6) written notices from MSHA of a pattern of violations-or the potential to have such pattern-of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under Section 104(e). In addition, the Dodd-Frank Act requires the disclosure of the total dollar value of proposed assessments from MSHA under the Mine Act and the total number of mining related fatalities. This information for the Quarry for the quarter ended March 31, 2018 is as follows:



Total Number of S&S Citations
1
Mine Act § 104(b) Orders
0
Mine Act § 104(d) Citations and Orders
0
Mine Act § 110(b)(2) Violations
0
Mine Act § 107(a) Orders
0
Total Dollar Value of Proposed MSHA Assessments
Not assessed as of March 31, 2018
Total Number of Mining Related Fatalities
0
Received Written Notice of Pattern of Violation under Mine Act §104(e) (yes/no)
No
Received Written Notice of Potential to Have Pattern under Mine Act §104(e) (yes/no)
No

As of March 31, 2018, there were no pending legal actions before the Federal Mine Safety and Health Review Commission involving the Quarry. No legal actions were instituted during the quarter ended March 31, 2018 and no legal actions were resolved during the quarter ended March 31, 2018.