3_Preliminary Report revised_06.23.2021 by Timbers Resorts

REVISED 6-23-2021 report date unchanged

PRELIMINARY REPORT

(No Liability Hereunder) This report (and any revisions thereto) is issued solely for the convenience of the titleholder, the titleholder's agent, counsel, purchaser or mortgagee, or the person ordering it for the purpose of facilitating the issuance of a policy of title insurance by Title Guaranty of Hawaii, LLC and no liability will arise under this report. --------------------------------------------

SCHEDULE A Title Guaranty of Hawaii, LLC (the "Company") hereby reports that, subject to those matters set forth in Schedule "B" hereof, the title to the estate or interest to the land described in Schedule "C" hereof is vested in:

TOWER KAUAI LAGOONS 9B, LLC, a Delaware limited liability company, and TOWER KAUAI LAGOONS SUB 7, LLC, a Delaware limited liability company, as Fee Owner

This report is dated as of June 9, 2021 at 8:00 a.m.

Inquiries concerning this report should be directed to: Title Officer - Katy Murata; Office: (808) 533-5853 Email: kmurata@tghawaii.com Please reference Title Order No. 202128720.

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SCHEDULE B EXCEPTIONS 1.

Real Property Taxes, if any, that may be due and owing. The premises described in Schedule C is covered by Tax Keys (4) 3-5-001-216, C.P.R. No. see Exhibit "A" attached hereto, (4) 3-5004-700 and (4) 3-5-004-705. Tax Classification: HOTEL AND RESORT

Mineral and water rights of any nature.

The terms and provisions contained in DEED dated June 29, 1977, recorded in Liber 12300 at Page 260.

CERTIFICATE OF CONDITIONS dated May 16, 1984, recorded in Liber 17931 at Page 249, by AMFAC PROPERTY DEVELOPMENT CORPORATION, a division of AMFAC, INC., a Hawaii corporation.

RIGHT-OF-ENTRY in favor of CITIZENS UTILITIES COMPANY, whose interest is now held by KAUAI ISLAND UTILITY CO-OP, and GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED (now known as HAWAIIAN TELCOM, INC.), dated July 24, 1986, recorded in Liber 19887 at Page 53.

The terms and provisions contained in DEED dated March 25, 1987, recorded in Liber 20496 at Page 304, as corrected in CORRECTION DEED (The Kauai Lagoons - Lots 2, 5, 6, 7, 8, 10 and 11) dated as of January 15, 1988, recorded in Liber 21584 at Page 334. The foregoing includes, but is not limited to, the following: "And the Grantee does hereby covenant and agree to assume the obligations of LPC under the Decision and Order of the Land Use Commission of the State of Hawaii, issued on August 22, 1983 (Docket No. 82530), reserving unto the Grantee, however, the right to seek relief therefrom or modifications thereof from said Land Use Commission or any other appropriate governmental authority."

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SCHEDULE B CONTINUED

RIGHT OF ENTRY dated September 24, 1987, recorded in Liber 21309 at Page 338, in favor of CITIZENS UTILITIES COMPANY, whose interest is now held by KAUAI ISLAND UTILITY CO-OP, and GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED (now known as HAWAIIAN TELCOM, INC.)

GRANT OF EASEMENT in favor of THE LIHUE PLANTATION COMPANY, LIMITED, a Hawaii corporation, dated as of January 15, 1988, recorded in Liber 21584 at Page 361; granting a nonexclusive right and easement for drainage purposes over and across Lot 2, as shown on File Plan 1905.

-AS TO ITEMS III (LOT 700) AND IV (LOT 701) ONLY:(A) GRANT OF EASEMENT in favor of the THE LIHUE PLANTATION COMPANY, LIMITED, a Hawaii corporation, dated January 15, 1988, recorded in Liber 21584 at Page 379; granting a nonexclusive right and easement for drainage purposes, in favor of Lot 4 and Lot 9, as shown on File Plan No. 1905. (B) GRANT OF EASEMENT in favor of HEMMETER-VMS KAUAI COMPANY I, a Hawaii limited partnership, dated January 15, 1988, recorded in Liber 21584 at Page 403; granting a nonexclusive right and easement for drainage purposes over and across Lots 4 and 9, as shown on File Plan No. 1905. (C) The terms and provisions contained in AGREEMENT RE STP EFFLUENT dated January 15, 1988, recorded in Liber 22625 at Page 761, by and among the COUNTY OF KAUAI, HEMMETER-VMS KAUAI COMPANY I and HEMMETER-VMS KAUAI COMPANY II.

10.

FILE PLAN 1905 SUBDIVISION AGREEMENT dated January 15, 1988, recorded in Liber 22624 at Page 432, by and among the COUNTY OF KAUAI, HEMMETER-VMS KAUAI COMPANY I and the LIHUE PLANTATION COMPANY, LIMITED.

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SCHEDULE B CONTINUED

11.

The terms and provisions contained in DEED dated January 30, 1991, recorded as Document No. 91-012227.

12.

The terms and provisions contained in the following: ROADWAY AND UTILITY EASEMENT AGREEMENT dated as of January 30, 1991, filed as Land Court Document No. 1797886, recorded as Document No. 91-012273, by and among HEMMETER-VMS KAUAI COMPANY I, a Hawaii limited partnership, HEMMETER-VMS KAUAI COMPANY II, a Hawaii limited partnership, KAUAI LAGOONS RESORT COMPANY, LTD. a Hawaii corporation, and KAUAI LAGOONS HOTEL COMPANY, LTD., a Hawaii corporation, as amended by instruments dated August 3, 1994, filed as Land Court Document No. 2178041, recorded as Document 94-129352, and dated as of October 13, 2011, filed as Land Court Document No. T-9115235, recorded as Document No. A54630719 (Joinder and Consent by KAUAI LAGOONS LLC, a Hawaii limited liability company, and ASSOCIATION OF APARTMENT OWNERS OF KALANIPU'U CONDOMINIUM, a Hawaii non-profit corporation, dated April 30, 2015, recorded as Document No. A-55980530A thru A55980530B, filed as Land Court Document No. T-9250133).

13.

The terms and provisions contained in CERTIFICATE AND AUTHORIZATION dated November 6, 1991, recorded as Document No. 92-081744, made by and among WM. HYDE RICE, LIMITED, a Hawaii corporation, KAUAI LAGOONS RESORT COMPANY, LTD., a Hawaii corporation, KAUAI LAGOONS BEACH HOTEL COMPANY, LTD., a Hawaii corporation, HEMMETER-VMS KAUAI COMPANY I, a Hawaii limited partnership, HEMMETER-VMS KAUAI COMPANY II, a Hawaii limited partnership, and HEMMETER-VMS KAUAI COMPANY III, a Hawaii general partnership.

14.

Unrecorded AGREEMENT dated June 1, 1992, of which a MEMORANDUM is filed as Land Court Document No. 1937365, recorded as Document No. 92-123466, by and between KAUAI LAGOONS RESORT COMPANY, LTD., a Hawaii corporation, and ANDREW LELAND NICKLES.

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SCHEDULE B CONTINUED

15.

The terms and provisions contained in unrecorded MARRIOTT KAUAI HOTEL USE AGREEMENT dated August 3, 1994, of which a SHORT FORM HOTEL USE AGREEMENT is dated August 3, 1994, filed as Land Court Document No. 2169456, and recorded as Document No. 94-129350, by and between KAUAI LAGOONS RESORT COMPANY, LTD., a Hawaii corporation, and MARRIOTT KAUAI, INC., a Delaware corporation, and MARRIOTT KAUAI OWNERSHIP RESORTS, INC., a Delaware corporation, for a term commencing on the "Re-Opening Date" and terminating on December 31, 2015. ASSIGNMENT AND ASSUMPTION OF MARRIOTT KAUAI HOTEL USE AGREEMENT dated as of June 15, 2001, by and between MARRIOTT KAUAI, INC, a Delaware corporation ("Assignor"), and HPTMI HAWAII, INC., a Delaware corporation ("Assignee"), filed as Land Court Document No. 2716830, recorded as Document No. 2001-097931.

16.

The terms and provisions contained in unrecorded KAUAI LAGOONS RESORT GOLF AND TENNIS PLAY AGREEMENT dated August 3, 1994, by and between KAUAI LAGOONS RESORT COMPANY, LTD., a Hawaii corporation ("Resort Company"), and MARRIOTT KAUAI, INC., a Delaware corporation, ("Hotel Company"), of which a SHORT FORM GOLF AND TENNIS PLAY AGREEMENT is dated August 3, 1994, filed as Land Court Document No. 2169457, and recorded as Document No. 94129351, on and over the premises described herein, for a term commencing on the date on which Hotel Company acquires title to Hotel Property, and terminating on March 30, 2060. ASSIGNMENT AND ASSUMPTION OF KAUAI LAGOONS GOLF AND TENNIS PLAY AGREEMENT dated as of June 15, 2001, filed as Land Court Document No. 2716832, recorded as Document No. 2001-097935, by MARRIOTT KAUAI, INC., a Delaware corporation, as "Assignor", and HPTMI HAWAII, INC., a Delaware corporation, as "Assignee". MEMORANDUM OF LEASE AGREEMENT dated effective as of June 15, 2001, by and between HPTMI HAWAII INC., a Delaware corporation ("Landlord"), and HPT TRS MI-135, INC., a Delaware corporation ("Tenant"), filed as Land Court Document No. 2716833, recorded as Document No. 2001-097936.

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SCHEDULE B CONTINUED

FIRST AMENDMENT TO SHORT FORM GOLF AND TENNIS PLAY AGREEMENT dated April 18, 2008, filed as Land Court Document No. 3736831 and recorded as Document No. 2008-061422. MEMORANDUM OF LEASE AGREEMENT OF MARRIOTT'S KAUAI RESORT AND BEACH CLUB, OWNER AND DEVELOPER RIGHTS UNDER DECLARATION OF CONDOMINIUM PROPERTY REGIME, AND PARKING SUBLEASE dated as of January 1, 2008, filed as Land Court Document No. 3736832, recorded as Document No. 2008-061423, by and between HPTMI HAWAII, INC., a Delaware corporation, and ESSEX HOUSE CONDOMINIUM CORPORATION, a Delaware corporation. Said Agreement is subject to any matters arising from or affecting the same.

17.

GRANT OF AVIGATION AND NOISE EASEMENT in favor of the STATE OF HAWAII, Department of Transportation, Airports Division, dated March 21, 2002, recorded as Document No. 2002-228662; granting (i) an easement and right of way, appurtenant to the Lihue Airport, for the passage of all aircraft in the air space above the Easement Premises; and (ii) an easement to discharge, emit or otherwise transmit noise, and also fumes, etc.

18.

The terms and provisions contained in the QUITCLAIM DEED, dated as of June 30, 2003, recorded as Document No. 2003-141861. CORRECTION QUITCLAIM DEED dated as of July 15, 2003, recorded as Document No. 2003-158666.

19.

The terms and provisions contained in that certain Limited Warranty Deed dated ---(acknowledged October 13, 2005), recorded as Document No. 2005-209699, as follows: "(A) The Property is located in the proximity of the Lihue Airport. As a result, aircraft flights over or near the Property may result in noise, odors, dust, mosquitoes, vibrations, lights, and other nuisances and disturbances.

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SCHEDULE B CONTINUED

(B)

A portion of the Property is adjacent to the Kauai Lagoons Golf Courses. The maintenance, operation and use of the golf courses, driving range, practice facilities and other facilities that comprise the Kauai Lagoons Golf Courses may result in nuisances, disturbances or hazards to persons or property on or about the Property, including without limitation injuries, illness and other damages caused by the use of golf carts and maintenance equipment, stray golf balls, spraying (including herbicides, fungicides, insecticides and other agricultural chemicals), particulates, and the use of non-portable water systems, and from noise, odors, traffic, view obstructions and surface water runoff. The manner of operation of the Kauai Lagoons Golf Courses may be changed at any time at the discretion of their owner or operator. The Property is also part of the Kauai Lagoons Resort. Resort-related activities such as golf tournaments, broadcasting, filming, concerts and luaus may result in further nuisances or hazards to persons or property on or about the Property."

(C)

The Property is adjacent to or near other property that may be developed in the future. As a result, persons and property on or about the Property may be exposed to noise, dust, traffic, odors, vibrations, lights, and other construction related nuisances and disturbances.

(D)

A portion of the Property is near the Lihue Wastewater Treatment Plant. The maintenance, operation and use of that plant may result in nuisances and disturbances to persons or property on or about the Property, including without limitation noise, odors, dust, mosquitoes, vibrations, lights, and other nuisances and problems."

20.

The terms and provisions contained in the LIMITED WARRANTY DEED, dated ---(acknowledged July 19, 2007), filed as Land Court Document No. 3641266, recorded as Document No. 2007-144031.

21.

The terms and provisions contained in the following:

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SCHEDULE B CONTINUED

INSTRUMENT :

DECLARATION OF DEED RESTRICTION CONCERNING DENSITY IN THE OPEN DISTRICT ZONE OF KAUAI LAGOONS RESORT

DATED FILED RECORDED

December 18, 2007 Land Court Document No. 3697357 Document No. 2007-223761

: : :

22.

The terms and provisions contained in the LIMITED WARRANTY DEED WITH COVENANTS, dated February 22, 2008, recorded as Document No. 2008-040611.

23.

The terms and provisions contained in the following: INSTRUMENT :

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KAUAI LAGOONS

DATED RECORDED FILED

---(acknowledged February 22, 2008) Document No. 2008-040613 Land Court Document No. 3723797

: : :

The foregoing includes, but is not limited to, matters relating to association liens which may be superior to certain mortgages. FIRST AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KAUAI LAGOONS dated June 12, 2009, filed as Land Court Document No. 3870079, recorded as Document No. 2009-093734. SECOND AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KAUAI LAGOONS dated December 29, 2014, filed as Land Court Document No. T-9130059, recorded as Document No. A54780169.

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SCHEDULE B CONTINUED

ASSIGNMENT OF DECLARANT RIGHTS UNDER DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KAUAI LAGOONS dated as of December 29, 2014, filed as Land Court Document No. T-9130061, recorded as Document No. A-54780206, made and given by KAUAI LAGOONS, LLC, a Hawaii liability company, and MORI GOLF (KAUAI), LLC, a Delaware limited liability company (collectively, "Assignor"), in favor of TOWER KAUAI LAGOONS LAND, LLC, TOWER KAUAI LAGOONS HOTEL, LLC, TOWER KAUAI LAGOONS 8, LLC, TOWER KAUAI LAGOONS 9B, LLC, TOWER KAUAI LAGOONS 9C, LLC, TOWER KAUAI LAGOONS 9D, LLC, TOWER KAUAI LAGOONS SUB 1, LLC, TOWER KAUAI LAGOONS SUB 2, LLC, TOWER KAUAI LAGOONS SUB 3, LLC, TOWER KAUAI LAGOONS SUB 4, LLC, TOWER KAUAI LAGOONS SUB 7, LLC, 2014 KAUAI LAGOONS GOLF, LLC, TOWER KAUAI LAGOONS RETAIL, LLC, all of which are Delaware limited liability companies (collectively, "Assignee"). ASSIGNMENT OF DECLARANT RIGHTS UNDER DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KAUAI LAGOONS dated as of April 30, 2015, recorded as Document No. A-55980535, made and given by TOWER KAUAI LAGOONS LAND, LLC, TOWER KAUAI LAGOONS HOTEL, LLC, TOWER KAUAI LAGOONS 8, LLC, TOWER KAUAI LAGOONS 9B, LLC, TOWER KAUAI LAGOONS 9C, LLC, TOWER KAUAI LAGOONS 9D, LLC, TOWER KAUAI LAGOONS SUB 1, LLC, TOWER KAUAI LAGOONS SUB 2, LLC, TOWER KAUAI LAGOONS SUB 3, LLC, TOWER KAUAI LAGOONS SUB 4, LLC, TOWER KAUAI LAGOONS SUB 7, LLC, 2014 KAUAI LAGOONS GOLF, LLC, TOWER KAUAI LAGOONS RETAIL, LLC, all of which are Delaware limited liability companies (collectively, "Assignors), in favor of TOWER KAUAI LAGOONS TS, a Delaware limited liability company ("Assignee"). THIRD AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KAUAI LAGOONS dated August 8, 2019, filed as Land Court Document No. T-10893265, recorded as Document No. A72410588. -Note:-

24.

No joinder by TOWER KAUAI LAGOONS TS, a Delaware limited liability company.

-AS TO ITEM II (LOT 9-B) ONLY:-

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SCHEDULE B CONTINUED

(A) DESIGNATION OF EASEMENT "U-1" for utility purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated April 22, 2008, revised on July 31, 2008, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on September 23, 2008. (B) DESIGNATION OF EASEMENT "U-2" for utility purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated April 22, 2008, revised on July 31, 2008, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on September 23, 2008.

25.

GRANT OF AVIGATION AND NOISE EASEMENT in favor of the STATE OF HAWAII, DEPARTMENT OF TRANSPORTATION, AIRPORTS DIVISION, dated October 14, 2008, filed as Land Court Document No. 3800089, recorded as Document No. 2008-162922; granting (i) an avigation easement for the flight of aircraft in all the airspace above, or in the airspace of the Property being more particularly described in Exhibit "A " attached thereto, to an infinite height above said Property; (ii) an easement, insofar as the Property being more particularly described in Exhibit "A" attached thereto, is concerned and affected, to discharge, emit, or otherwise transmit noise at levels not exceeding the 60 day-night average sound levels (DNL) as delineated by the 1991 Noise Contour Map. AMENDMENT TO 2008 AVIGATION EASEMENT AND SUPPLEMENTAL GRANT OF AVIGATION AND NOISE EASEMENT, dated April 9, 2010, recorded as Document No. 2010-050288.

26.

RIGHT-OF-ENTRY dated October 6, 2008, recorded as Document No. 2008-166719, in favor of KAUAI ISLAND UTILITY COOPERATIVE, a cooperative association formed pursuant to the provision of Chapter 421C of the Hawaii Revised Statutes, and HAWAIIAN TELCOM, INC., a Hawaii corporation,

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SCHEDULE B CONTINUED

27.

-AS TO ITEMS II (LOT 9-B), III (LOT 700) AND IV (LOT 701) ONLY:The terms and provisions contained in the following:

28.

INSTRUMENT :

LIMITED WARRANTY DEED WITH COVENANTS (KAUAI LAGOONS LLC PROPERTY - LARGE LOT SUBDIVISION)

DATED RECORDED

September 5, 2008 Document No. 2008-166755

: :

-AS TO ITEMS I (LOT 9-A), III (LOT 700) AND IV (LOT 701) ONLY:(A) The terms and provisions contained in the following: INSTRUMENT :

LIMITED WARRANTY DEED WITH COVENANTS (MORI GOLF (KAUAI), LLC - LARGE LOT SUBDIVISION)

DATED RECORDED

September 5, 2008 Document No. 2008-166756

: :

(B) The terms and provisions contained in the following:

29.

INSTRUMENT :

LIMITED WARRANTY DEED WITH COVENANTS AND GRANTS OF EASEMENT (KAUAI COUNTY SUBDIVISION 2008-24)

DATED RECORDED

December 19, 2008 Document No. 2008-191226

: :

-AS TO ITEM I (LOT 9-A) ONLY:(A) DESIGNATION OF DETENTION BASIN DB-7 referenced on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated November 26, 2008, revised December 9, 2008, and approved by the Planning Department of the County of Kauai on December 9, 2008.

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(B) BUILDING SET BACK LINE A-1 referenced on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated November 26, 2008, revised December 9, 2008, and approved by the Planning Department of the County of Kauai on December 9, 2008.

30.

RIGHT-OF-ENTRY dated November 11, 2008, recorded as Document No. 2008-188413, in favor of KAUAI ISLAND UTILITY COOPERATIVE, a cooperative association formed pursuant to the provision of Chapter 421C of the Hawaii Revised Statutes, and HAWAIIAN TELCOM, INC., a Hawaii corporation.

31.

RIGHT-OF-ENTRY dated December 22, 2008, recorded as Document No. 2009-002963, in favor of TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership, through its Hawaii Division, doing business as Oceanic Time Warner Cable.

32.

-AS TO ITEM I (LOT 9-A) ONLY:(A) DESIGNATION OF EASEMENT "A-2-A" for access purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011. (B) DESIGNATION OF EASEMENT "SA-1-A" (10 feet wide) for access and utility purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011.

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(C) DESIGNATION OF EASEMENT "AU-3A" for access and utility purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011. (D) DESIGNATION OF EASEMENT "A-2-B" for golf course purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011. (E) DESIGNATION OF EASEMENT "RD-3" for road and utility purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011. (F) GRANT OF PEDESTRIAN ACCESS EASEMENT AND CANCELLATION OF PORTION OF EASEMENT 16, in favor of the COUNTY OF KAUAI, a political subdivision of the State of Hawaii, dated --(acknowledged September 6, 2011, January 31, 2012 and March 15, 2012), recorded as Document No. A-44710562; granting a nonexclusive easement for pedestrian access purposes over and across Easement SA-1-B, said easement being more particularly described therein, and referenced on the map attached thereto

33.

-AS TO ITEMS I (LOT 9-A) AND II (LOT 9-B) ONLY:-

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(A) DESIGNATION OF EASEMENT "UT-10" for utility purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised on December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011. -NOTE:-

Portions of said Easement "UT-10" was cancelled by map prepared by Kevin K. Kea, Land Surveyor with Ace Land Surveying LLC, dated April 24, 2019.

(B) DESIGNATION OF EASEMENT "UT-11" for utility purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised on December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011. -NOTE:-

34.

Portions of said Easement "UT-11" was cancelled by map prepared by Kevin K. Kea, Land Surveyor with Ace Land Surveying LLC, dated April 24, 2019.

-AS TO ITEMS III (LOT 700) AND IV (LOT 701) ONLY:(A) DESIGNATION OF EASEMENT "L-1" for landscape, utility and electrical purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised on December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011. (B) DESIGNATION OF EASEMENT "AU-3A" for access and utility purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised on December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011.

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(C) DESIGNATION OF EASEMENT "A-2-A" for access purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised on December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011. (D) GRANT OF EASEMENTS AU-2 AND FLOWAGE OF EASEMENTS AND CANCELLATION OF EASEMENT A, dated as of July 1, 2017, recorded as Document No. A-54510253. (E) RECIPROCAL EASEMENT AGREEMENT, dated December 29, 2014, recorded as Document No. A-54780207.

35.

-AS TO ITEM III (LOT 700) ONLY:DESIGNATION OF EASEMENT "L-2" for utility purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised on December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011.

36.

-AS TO ITEM IV (LOT 701) ONLY:(A) DESIGNATION OF EASEMENT "L-8" for utility purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised on December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011.

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(B) DESIGNATION OF EASEMENT "L-9" for utility purposes, referenced on subdivision map prepared by Kevin K. Kea, Licensed Professional Land Surveyor, with Ace Land Surveying LLC, dated September 8, 2010, revised on December 30, 2010, and recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011.

37.

The terms and provisions contained in the following: INSTRUMENT :

FIRST AMENDED AND RESTATED DECLARATION OF CONDOMINIUM PROPERTY REGIME OF "TK RESORT CONDOMINIUM" PROJECT

DATED RECORDED MAP

effective as of December 14, 2016 Document No. A-61990858 5545 and any amendments thereto

: : :

The foregoing First Amended and Restated Declaration restates the original Declaration dated effective as of June 2, 2016, recorded as Document No. A-60090448, and any amendments thereto. Said above Declaration was amended by instruments dated May 17, 2018, recorded as Document No. A-67150668, and dated October 29, 2018, recorded as Document No. A-68770716. THIRD AMENDMENT TO FIRST AMENDED AND RESTATED DECLARATION OF CONDOMINIUM PROPERTY REGIME OF TK RESORT CONDOMINIUM AND AMENDED CONDOMINIUM MAP; ASSIGNMENT OF RESERVED RIGHTS; AND GRANT OF EASEMENTS dated February 11, 2021, recorded as Document No. A78370140. -Note:- No consent given by MOSAIC TIMBERS KAUAI, LLC, a Delaware limited liability company, and AXOS BANK.

38.

The terms and provisions contained in the following: INSTRUMENT :

BY-LAWS OF THE ASSOCIATION OF APARTMENT OWNERS

DATED RECORDED

effective as of June 2, 2016 Document No. A-60090449

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: :

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SCHEDULE B CONTINUED

Said By-laws were amended by instrument dated effective as of December 14, 2016, recorded as Document No. A-61930822.

39.

CONSTRUCTION MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS MORTGAGOR

TOWER KAUAI LAGOONS 9B, LLC, a Delaware limited liability company

MORTGAGEE

MOSAIC TIMBERS KAUAI, LLC, a Delaware limited liability company, as agent, lead arranger and bookrunner for itself and for each of the other lenders who are or may become a party to the Loan Agreement dated as of November 28, 2016

DATED RECORDED AMOUNT

: : :

November 28, 2016 Document No. A-61840093 $96,000,000.00

-Note:- Title Guaranty of Hawaii, LLC, is unable to locate of record an amendment of said Mortgage reflecting the annexation of LOTS 700 and 701, being more particularly described herein, to the TK Resort Condominium project.

40.

FINANCING STATEMENT DEBTOR

TOWER KAUAI LAGOONS 9B, LLC

SECURED PARTY

MOSAIC TIMBERS KAUAI, LLC, as agent, lead arranger and bookrunner

RECORDED : RECORDED ON:

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SCHEDULE B CONTINUED

41.

GRANT OF EASEMENT in favor of KAUAI ISLAND UTILITY COOPERATIVE, a cooperative association formed pursuant to the provision of Chapter 421C of the Hawaii Revised Statutes, dated effective as of February 6, 2019, recorded as Document No. A-70970749; granting a right and easement for utility purposes in, over, under, upon, across and through Easements "UT-20" and "UT-21", said easements being more particularly described therein, and referenced on the map attached thereto.

42.

COLLATERAL ASSIGNMENT OF CONSTRUCTION MORTGAGE, SECURITY AGREEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS

43.

ASSIGNOR

MOSAIC TIMBERS KAUAI, LLC, a Delaware limited liability company, in its capacity as agent for itself and the other Lenders party to the Loan Agreement

ASSIGNEE

AXOS BANK

DATED RECORDED AMOUNT

: : :

July 14, 2020 Document No. A-75080483 $96,000,000.00

The terms and provisions contained in the following: INSTRUMENT :

FIRST AMENDED AND RESTATED TK RESORT VACATION OWNERSHIP PROJECT DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

DATED RECORDED

effective as of December 23, 2016 Document No. A-62220726

: :

The foregoing includes, but is not limited to, matters relating to right of first refusal, and association liens which may be superior to certain mortgage. (Affects certain Apartments in the "TK RESORT CONDOMINIUM" project more particularly described therein.) The foregoing First Amended and Restated Declaration restates the original Declaration dated June 2, 2016, recorded as Document No. A-60090450.

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Page 18

SCHEDULE B CONTINUED

DECLARATION OF REMOVAL dated March 3, 2021, recorded as Document No. A-78070197. Said First Amendment and Restated Declaration was amended by instrument dated March 3, 2021, recorded as Document No. A78070198. -Note:- No joinder by TOWER KAUAI LAGOONS SUB 7, LLC, a Delaware limited liability company.

44.

Any matters, including but not limited to mortgage, liens or additional encumbrances, affecting those ownership interests already sold to third party purchasers.

45.

Any unrecorded leases and matters arising from or affecting the same.

46.

Encroachments, if any, which would be referenced on a correct survey.

47.

Any lien (or claim of lien) for services, labor or material arising from an improvement or work related to the land described in Schedule C herein.

END OF SCHEDULE B

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Page 19

SCHEDULE C Resort Apartment Nos. ("Club Unit") and Club Unit Description described in Exhibit "A" attached hereto, and the Club Interest(s) more fully described as follows: I.

Club Interest Nos., consisting of an undivided fractional interest as set forth in Exhibit "A" attached hereto, as tenant in common with the holders of other undivided interests in and to the following:

(A)

Resort Apartment Nos. ("Club Units") described in Exhibit "A" attached hereto of the Condominium Project known as "TK RESORT CONDOMINIUM", as established by that certain First Amended and Restated Declaration of Condominium Property Regime dated effective as of December 14, 2016, recorded at the Bureau of Conveyances of the State of Hawaii as Document No. A-61990858, as amended, of which the original Declaration dated effective as of June 2, 2016, recorded as Document No. A-60090448 ("Condominium Declaration"), as amended, and as shown on Condominium Map No. 5545 recorded in said Bureau, and any amendments thereto. Together with appurtenant easements as follows: 1) Exclusive easements for the use of Limited Common Elements of the Project that are described in the Condominium Declaration as being appurtenant to the Club Unit. 2) Nonexclusive easements in the Common Elements designed for such purposes as ingress to, egress from, utility services for and support, maintenance and repair of the Club 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 Condominium Declaration; and, in the other apartments in the building in which the Club Unit is located for support; subject to the provisions of Section 514B-38 of the Act.

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SCHEDULE C CONTINUED

3) In the case of encroachment by the Club Unit upon any other unit or common elements, a valid easement for such encroachment and the maintenance thereof shall and does exist in favor of and appurtenant to the Club Unit herein conveyed for so long as such encroachment continues. In the event any building of the Project shall be partially or totally destroyed and then rebuilt, or in the event of any shifting, settlement or movement of any portion of the Project, encroachments upon any part of the common elements or units due to the same shall be permitted, and valid easements for such encroachments and the maintenance thereof shall exist in favor of and appurtenant to the Club Unit herein conveyed for so long as such encroachment continues. EXCEPTING AND RESERVING AND SUBJECT TO all of the terms and conditions of the Condominium Declaration and easements for encroachments appurtenant to other units as they arise in the manner set forth in the preceding paragraph, now or hereafter existing thereon, and subject also to easements for access to the property from time to time during reasonable hours as may be necessary for the operation of the property or for making emergency repairs therein to prevent damage to the Common Elements or to another unit or units or for the installation, repair or replacement of any Common Elements.

(B)

An undivided percent interest with regard to the Club Units, as set forth in said Exhibit "A", established by the Condominium Declaration, in and to the Common Elements of the Project, including the land described in said Condominium Declaration, or such other interest as hereafter established for the Club Units by any amendment of the Condominium Declaration, as tenant in common with the holders or other undivided interests in and to said Common Elements.

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Page 21

SCHEDULE C CONTINUED

The land upon which said Condominium Project "TK RESORT CONDOMINIUM" is located is described as follows:

-ITEM I:All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Royal Patent Number 4480, Land Commission Award Number 7713, Apana 2, Part 1 to Victoria Kamamalu) situate, lying and being at Kalapaki, District of Lihu'e, Island and County of Kauai, State of Hawaii, being portion(s) of Lot 2-A-1-A-1, of Kauai County Subdivision File No. S-2009-06, and Lot 9-A, of Kauai County Subdivision File No. S-2008-02, being LOT 9-A, of the "CONSOLIDATION OF LOT 2-A-1-A-1 AS SHOWN ON KAUAI COUNTY SUBDIVISION FILE NO. S-200906 AND LOTS 9-A AND 9-B AS SHOWN ON KAUAI COUNTY SUBDIVISION FILE NO. S-2008-02" as shown on the subdivision map dated September 8, 2010, revised December 30, 2010, recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011, and thus bounded and described as per survey dated November 2, 2010: Beginning at the northwesterly corner of this parcel of land, being the southwesterly corner of Lot 9-B as shown on Kauai County Subdivision File No. S-2010-11, the coordinates of said point of beginning referred to Government Survey Triangulation Station "KALEPA" being 15,229.68 feet south and 4,239.02 feet East, and running by azimuths measured clockwise from true South: 1.

329°

00'

47.59

307°

53'

122.22

feet;

225°

26'

96.54

feet;

262°

19'

50.98

feet;

201°

24'

30"

58.47

feet;

247°

36'

30"

56.73

feet along Lot 9-B and Road Lot E as shown on Kauai County Subdivision File No. S-2010-11;

157°

36'

30"

72.61

feet along Road Lot E;

202128720

feet along Lot 9-B;

Page 22

SCHEDULE C CONTINUED

156°

59'

25.88

feet;

Thence on a curve to the right with a radius of 167.00 feet, the chord azimuth and distance being: 9.

192°

25'

08"

172.18

feet;

Thence on a curve to the left with a radius of 253.00 feet, the chord azimuth and distance being: 10.

209°

55'

11.

311°

12.

118.40

feet;

30'

159.16

feet along Lot 700 as shown on Kauai County Subdivision File No. S-201011;

216°

13'

92.08

feet;

13.

228°

24'

41.58

feet;

14.

265°

53'

161.61

15.

236°

58'

86.00

feet along Lot 702;

16.

333°

20'

59.41

feet along Lot 2-A as shown on Kauai County Subdivision File No. S-201011;

17.

66°

21'

235.02

feet;

18.

57°

31'

182.37

feet;

19.

15°

51'

104.29

feet;

20.

328°

04'

188.84

feet;

21.

350°

10'

135.47

feet;

22.

37°

50'

72.37

feet;

23.

53°

00'

130.15

feet;

24.

03°

00'

71.09

feet;

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09"

30"

36"

feet along Lots 701 and 702 as shown on Kauai County Subdivision File No. S-2010-11;

Page 23

SCHEDULE C CONTINUED

25.

74°

50'

36.91

feet;

26.

92°

15'

49.00

feet;

27.

63°

00'

35.00

feet;

28.

30°

15'

4.57

feet;

29.

110°

53'

205.77

feet;

30.

172°

29'

81.67

feet;

31.

128°

19'

238.41

feet;

32.

219°

10'

154.66

feet along Lot 2-A and Lot 9-B to the point of beginning and containing an area of 6.104 acres, more or less.

30"

BEING THE PREMISES ACQUIRED BY LIMITED WARRANTY DEED GRANTOR

MORI GOLF (KAUAI), LLC, a Delaware limited liability company, and KAUAI LAGOONS LLC, a Hawaii limited liability company

GRANTEE

TOWER KAUAI LAGOONS HOTEL, LLC, a Delaware limited liability company

DATED RECORDED

: :

December 29, 2014 Document No. A-54780199

-ITEM II:-

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Page 24

SCHEDULE C CONTINUED

All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Royal Patent Grant Number 4480, Land Commission Award Number 7713, Apana 2, Part 1 to Victoria Kamamalu) situate, lying and being at Kalapaki, District of Lihu'e, Island and County of Kauai, State of Hawaii, being a portion of Lot 9-A as shown on Kauai County Subdivision File No. S-2008-02, being LOT 9-B, OF THE "CONSOLIDATION OF LOT 2-A-1-A-1 AS SHOWN ON KAUAI COUNTY SUBDIVISION FILE NO. S-2009-06 AND LOTS 9-A AND 9-B AS SHOWN ON KAUAI COUNTY SUBDIVISION FILED NO. S-2008-02", as shown on the subdivision map dated September 8, 2010, revised December 30, 2010, recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011, and thus bounded and described as per survey dated December 22, 2010: Beginning at the southwesterly corner of this parcel of land, being the northwesterly corner of Lot 9-A as shown on Kauai County Subdivision File No. S-2010-11, the coordinates of said point of beginning referred to Government Survey Triangulation Station "Kalepa" being 15,229.68 feet south and 4,239.02 feet east, and running by azimuths measured clockwise from true South: 1.

39°

10'

151°

35'

167.11

feet along Lot 2-A as shown on Kauai County Subdivision File No. S-201011;

174°

02'

245.75

feet;

208°

34'

86.44

feet;

266°

01'

134.97

feet;

280°

39'

28.68

19°

24'

5.89

feet;

357°

45'

30"

64.90

feet;

284°

43'

30"

120.90

feet;

10.

255°

47'

30"

120.52

feet;

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30"

18.66

feet along Lot 9-A;

feet along Lot 9-C as shown on Kauai County Subdivision File No. S-201011;

Page 25

SCHEDULE C CONTINUED

Thence along Road Lot E as shown on Kauai County Subdivision File No. S-2010-11, on a curve to the right with a radius of 209.00 feet, the chord azimuth and distance being; 11.

33°

21'

12"

73.28

feet;

Thence on a curve to the left with a radius of 211.00 feet, the chord azimuth and distance being: 12.

12°

25'

13.

341°

29'

14.

332°

30'

15.

337°

16.

08"

217.55

feet;

4.07

feet;

30"

50.19

feet;

36'

30"

47.33

feet;

67°

36'

30"

16.73

feet along Lot 9-A;

17.

21°

24'

30"

58.47

feet;

18.

82°

19'

50.98

feet;

19.

45°

26'

96.54

feet;

20.

127°

53'

122.22

feet;

21.

149°

00'

47.59

feet to the point of beginning and containing an area of 3.617 acres, more or less.

BEING THE PREMISES ACQUIRED BY LIMITED WARRANTY DEED GRANTOR

KAUAI LAGOONS LLC, a Hawaii limited liability company

GRANTEE

TOWER KAUAI LAGOONS 9B, LLC, a Delaware limited liability company

DATED RECORDED

: :

December 29, 2014 Document No. A-54780200

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SCHEDULE C CONTINUED

-AS TO ITEMS I AND II:Together with easement over and across Easements "RU-1" and "RU-2" for roadway and utility purposes, acquired from Wm. Hyde Rice, Limited, by instrument dated as of May 30, 1986, recorded in Liber 19595 at Page 440; and subject to the terms and provisions contained therein. Together also with easements for roadway, utility and drainage purposes as granted pursuant to that certain Grant of Easement (FP 1905 Easements in favor of Hemmeter Lots) dated as of January 15, 1988, filed as Land Court Document No. 1527017, recorded in Liber 21584 at Page 403; and subject to the terms and provisions contained therein. Together also with an easement for roadway and utility purposes over and across the easement area described in and granted by Grant of Easement and Consent (Entry Road) dated as of January 15, 1988, filed as Land Court Document No. 1527018, recorded in Liber 21584 at Page 480; and subject to the terms and provisions contained therein. Together also with easements pursuant to that certain File Plan 1905 Subdivision Agreement dated as of January 15, 1988, recorded in Liber 22624 at Page 432, by and among the County of Kauai, Hemmeter-VMS Kauai Company I and the Lihue Plantation Company, Limited; and subject to the terms and provisions contained therein. Together also with a right and easement for access purposes over, across, along, upon and through Easement "A" (30 feet wide, affecting Lot 2 of File Plan No. 1905), being more particularly described in and granted by GRANT OF EASEMENT dated November 5, 1987, recorded in Liber 21364 at Page 274; and subject to the terms and provisions contained therein. -Note:-

(A) Above Easement "A" is not contiguous with said above described Lots 9-A and 9-B. (B) No insurance with respect to said Easement "A" may be provided.

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Page 27

SCHEDULE C CONTINUED

Together also with a nonexclusive right and easement for roadway and utility purposes over, across, along, upon and through the following: (a) Easements "3" and "4", affecting Lot 11-A, referenced on Map 9, filed with Land Court Application No. 1819, (b) Easements "RU-1" and "RU-2", (c) Easement "3" affecting Lots 1 and 2, Easement "4" affecting Lots 1, 2 and 8, and Easements "6", "7", "8", "9", "10" and "11" affecting Lot 2, as said Easements are referenced on File Plan No. 1905, and (d) Easement "R-2" (affecting Lot 2 of File Plan No. 1905), said Easements "RU-1", "RU-2" and "R-2" are more particularly described therein and granted by GRANT OF EASEMENT dated January 15, 1988, filed as Land Court Document No. 1527016, recorded in Liber 21584 at Page 379; and subject to the terms and provisions contained therein. -Note:-

(A) Above Easement "R-2" is not contiguous with said above described Lots 9-A and 9-B. (B) No insurance with respect to said Easement "R-2" may be provided.

Together also with a nonexclusive right and easement for sewer, drainage and utility purposes over and across Easement "U-1" (affecting Lot 2 of File Plan No. 1905), being more particularly described in Exhibit "C" to the instrument hereinafter granting, said easement as granted by GRANT OF EASEMENT dated January 15, 1988, recorded in Liber 21584 at Page 379; and subject to the terms and provisions contained therein. Together also with a nonexclusive right and easement for drainage purposes over and across Lot 2, Lot 5, Lot 6, Lot 7, Lot 8, Lot 10 and Lot 11 of File Plan No. 1905, provided that such right and easement for drainage purposes shall not include the right to construct any drainage improvements and facilities, said drainage easement as granted by GRANT OF EASEMENT dated January 15, 1988, recorded in Liber 21584 at Page 379; and subject to the terms and provisions contained therein. Together also with all easements appurtenant thereto as designated and granted by that certain Roadway and Utility Easement Agreement dated January 30, 1991, executed by HEMMETER-VMS KAUAI COMPANY I, HEMMETERVMS KAUAI COMPANY II, KAUAI LAGOONS RESORT COMPANY, LTD. and KAUAI LAGOONS HOTEL COMPANY, LTD., filed as Land Court Document No. 1797886, recorded as Document No. 91-012273, as amended by instrument dated August 3, 1994, filed as Land Court Document No. 2178041 and recorded as Document No. 94-129352; and subject to the terms and provisions contained therein.

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Page 28

SCHEDULE C CONTINUED

Together also with nonexclusive easements for access and utility purposes over Easements "1", "2", "3" and "4" of The Kauai Lagoons (2nd Amendment), being more particularly described in and as granted by Limited Warranty Deed recorded as Document No. 2005-209699; and subject to the terms and provisions contained therein. Together also with nonexclusive easements for road and utility purposes over Easement "AU-1", for road utility and pedestrian access purposes over Easement "AU-4", and for sewer purposes over Easement "S-2", being more particularly described in and as granted by Limited Warranty Deed with Covenants (Kauai Lagoons LLC Property - Large Lot Subdivision) dated September 5, 2008, recorded as Document No. 2008166755, said Easements being more particularly described therein, and subject to the terms and provisions contained therein. -Note:-

(A) Above Easement "S-2" is not contiguous with said above described Lots 9-A and 9-B. (B) Above Easement "AU-4" is not contiguous with said above described Lot 9-B. (C) No insurance with respect to said Easements "S-2" and "AU-4" may be provided.

-AS TO ITEM I, ONLY:Together also with a nonexclusive easement for roadway and utility purposes over Road Lot E, of the "CONSOLIDATION OF LOT 2-A-1-A-1 AS SHOWN ON KAUAI COUNTY SUBDIVISION FILE NO. S-2009-06 AND LOTS 9-A AND 9-B AS SHOWN ON KAUAI COUNTY SUBDIVISION FILE NO. S-2008-02" as shown on the subdivision map dated September 8, 2010, revised December 30, 2010, recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011; as granted by instrument dated December 29, 2014, recorded as Document No. A54780199; said easement more particularly described in instrument dated June 2, 2011, recorded as Document No. 2011-089678. -AS TO ITEM II, ONLY:-

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Page 29

SCHEDULE C CONTINUED

Together also with a nonexclusive easement for roadway and utility purposes over Road Lot E, of the "CONSOLIDATION OF LOT 2-A-1-A-1 AS SHOWN ON KAUAI COUNTY SUBDIVISION FILE NO. S-2009-06 AND LOTS 9-A AND 9-B AS SHOWN ON KAUAI COUNTY SUBDIVISION FILE NO. S-2008-02" as shown on the subdivision map dated September 8, 2010, revised December 30, 2010, recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011; as granted by instrument dated December 29, 2014, recorded as Document No. A54780200; said easement more particularly described in instrument dated June 2, 2011, recorded as Document No. 2011-089678. -AS TO ITEMS I AND II:Together also with a nonexclusive easement for road and utility purposes over (a) Easements "AU-1" and "AU-2"; and (b) Easement "RD1A", being more particularly described in Exhibit "C-1" to the instrument hereinafter granting, said easements as granted by RECIPROCAL EASEMENT AGREEMENT dated December 29, 2014, filed as Land Court Document No. T-9130062, recorded as Document No. A-54780207; and subject to the terms and provisions contained therein. -AS TO ITEM I ONLY:Together also with a nonexclusive easement for road, utility and pedestrian access purposes over Easement "AU-4", being more particularly described in and as granted by Limited Warranty Deed with Covenants (Mori Golf (Kauai), LLC - Large Lot Subdivision) dated September 5, 2008, recorded as Document No. 2008-166756, said Easements being more particularly described therein, and subject to the terms and provisions contained therein. -ITEM III:All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Royal Patent Number 4480, Land Commission Award Number 7713, Apana 2, Part 1 to Victoria Kamamalu), situate, lying and being at Kalapaki, Lihue, County of Kauai, State of Hawaii, being LOT 700, and thus bounded and described as per survey dated October 11, 2019:

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Page 30

SCHEDULE C CONTINUED

Beginning at the northeast corner of this piece of land, being the south side of Ala Oli Way, being also the northwest side of Lot 701, the coordinates of said point of beginning referred to Government Survey Triangulation Station "Kalepa" being 14,331.57 feet south and 5,199.99 feet east, and running by azimuths measured clockwise from true South: 1.

340°

57'

324.98

79°

11'

54.64

66°

21'

165.35

feet;

39°

20'

81.36

feet;

56°

58'

86.00

feet along north side of Lot 9-A;

85°

53'

161.61

feet

48°

24'

41.58

feet;

36°

13'

92.08

feet;

131°

30'

159.16

feet;

30"

feet along Lot 701; feet along Lot 2-A-1;

Thence along Ala Oli Way, on a curve to the left with a radius of 253.00 feet, the chord azimuth and distance being: 10.

194°

28'

54"

16.83

feet;

Thence along Ala Oli Way, on a curve to the right with a radius of 207.00 feet, the chord azimuth and distance being: 11.

210°

55'

59"

130.38

feet;

Thence along Ala Oli Way, on a curve to the left with a radius of 323.00 feet, the chord azimuth and distance being: 12.

217°

10'

09"

135.64

feet;

13.

205°

02'

54"

19.90

feet;

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Page 31

SCHEDULE C CONTINUED

Thence along Ala Oli Way, on a curve to the right with a radius of 5.00 feet, the chord azimuth and distance being: 14.

234°

30'

22"

4.92

Thence along Ala Oli Way, on a curve to the left with a radius of 45.00 feet, the chord azimuth and distance being: 15.

232°

04'

54"

47.54

feet;

Thence along Ala Oli Way, on a curve to the right with a radius of 5.00 feet, the chord azimuth and distance being: 16.

230°

10'

27"

5.00

feet;

Thence along Ala Oli Way, on a curve to the left with a radius of 223.00 feet, the chord azimuth and distance being: 17.

252°

43'

47"

57.59

feet;

Thence along Ala Oli Way, on a curve to the left with a radius of 403.00 feet, the chord azimuth and distance being: 18.

237°

35'

12"

108.32

feet;

Thence along Ala Oli Way, on a curve to the right with a radius of 377.00 feet, the chord azimuth and distance being: 19.

239°

12'

14"

122.39

feet;

Thence along ala Oli Way, on a curve to the left with a radius of 323.00 feet, the chord azimuth and distance being: 20.

240°

48'

46"

86.92

feet;

Thence along Ala Oli Way, on a curve to the right with a radius of 279.00 feet, the chord azimuth and distance being:

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Page 32

SCHEDULE C CONTINUED

21.

239°

33'

08"

62.90

feet to the point of beginning and containing an area of 4.376 acres, more or less.

-ITEM IV:All of that certain parcel of land (being portion(s) of the land(s) described in and covered by Royal Patent Number 4480, Land Commission Award Number 7713, Apana 2, Part 1 to Victoria Kamamalu), situate, lying and being at Kalapaki, Lihue, County of Kauai, State of Hawaii, being LOT 701, and thus bounded and described as per survey dated October 11, 2019: Beginning at the southeast corner of this piece of land, being also the corner of Lot 2-A-1, the coordinates of said point of beginning referred to Government Survey Triangulation Station "Kalepa" being 14,670.83 feet south and 5,966.81 feet east, and running by azimuths measured clockwise from true South: 1.

101°

18'

413.01

feet along a portion of Lot 2-A-1;

79°

11'

260.37

feet;

160°

57'

324.98

feet; along the east side of Lot 700;

Thence along Ala Oli Way, on a curve to the right with a radius of 279.00 feet, the chord azimuth and distance being: 4.

260°

15'

43"

137.24

feet;

Thence along Ala Oli Way, on a curve to the left with a radius of 324.62 feet, the chord azimuth and distance being: 5.

262°

38'

51"

133.03

feet;

Thence along Ala Oli Way, on a curve to the right with a radius of 317.00 feet, the chord azimuth and distance being: 6.

265°

49'

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17"

146.65

feet;

Page 33

SCHEDULE C CONTINUED

Thence along Ala Oli Way, on a curve to the left with a radius of 323.00 feet, the chord azimuth and distance being: 7.

273°

35'

17"

63.13

feet;

Thence along Ala Oli Way, on a curve to the right with a radius of 23.00 feet, the chord azimuth and distance being: 8.

306°

02'

39"

28.36

feet;

Thence along Ala Oli Way, on a curve to the left with a radius of 55.00 feet, the chord azimuth and distance being: 9.

279°

14'

99.59

feet;

Thence along Ala Oli Way, on a curve to the left with a radius of 55.00 feet, the chord azimuth and distance being: 10.

149°

29'

03"

99.59

feet;

Thence along Lot 9-E, on a curve to the right with a radius of 285.00 feet, the chord azimuth and distance being: 11.

275°

53'

20"

111.35

feet;

Thence along a portion of Lot 9-E and a portion of Lot 10-B, on a curve to the right with a radius of 42.00 feet, the chord azimuth and distance being: 12.

299°

34'

01"

18.06

feet;

13.

313°

43'

30"

127.93

feet along Lot 10-B;

14.

359°

52'

330.58

feet along Lot 10-B and Lot 2A-1 to the point of beginning and containing an area of 5.445 acres, more or less.

-AS TO ITEMS III AND IV:

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Page 34

SCHEDULE C CONTINUED

Together also with a nonexclusive right and easement over and across Easements "RU-1" and "RU-2" for roadway and utility purposes, as granted by GRANT OF EASEMENT and CONSENT dated May 30, 1986, recorded in Liber 19595 at Page 440; more particularly described therein, and subject to the terms and provisions contained therein. Together also with a nonexclusive right and easement for roadway and utility purposes over and across the following: (a) Easements "3" and "4", affecting Lot 11-A, as shown on Map 9, filed with Land Court Application No. 1819, (b) Easements "RU-1" and "RU-2", (c) Easement "3" affecting Lots 1 and 2, Easement "4" affecting Lots 1, 2 and 8, and Easements "6", "7", "8", "9", "10" and "11" affecting Lot 2, said Easements as shown on File Plan No. 1905, and (d) Easement "R-2" affecting Lot 2 of File Plan No. 1905, as granted by GRANT OF EASEMENT dated January 15, 1988, filed as Land Court Document No. 1527016, recorded in Liber 21584 at Page 379; said Easements "RU-1", "RU-2" and "R-2" more particularly described therein, and subject to the terms and provisions contained therein. -Note:-

(A) Above Easement "R-2" is not contiguous with said above described Lot 700. (B) No insurance with respect to said Easement "R-2" may be provided.

Together also with a nonexclusive right and easement over and across Easement "U-1" affecting Lot 2 of File Plan No. 1905, for sewer, drainage and utility purposes as granted by GRANT OF EASEMENT dated January 15, 1988, recorded in Liber 21584 at Page 379; more particularly described therein, and subject to the terms and provisions contained therein. Together also with a nonexclusive right and easement over and across Lot 2, Lot 5, Lot 6, Lot 7, Lot 8, Lot 10 and Lot 11 as shown of File Plan No. 1905, for drainage purposes as granted by GRANT OF EASEMENT dated January 15, 1988, recorded in Liber 21584 at Page 379; and subject to the terms and provisions contained therein.

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SCHEDULE C CONTINUED

Together also with nonexclusive rights and easements over and across Easements "17", "18", "19" and "20" affecting Lot 3 as shown on File Plan No. 1905, and Easements "21" and "22" affecting Lot 4 as shown on File Plan No. 1905, for roadway, utility and drainage purposes as granted by GRANT OF EASEMENT (FP 1905 Easements in favor of Hemmeter Lots) dated January 15, 1988, filed as Land Court Document No. 1527017, recorded in Liber 21584 at Page 403; and subject to the terms and provisions contained therein. Together also with a nonexclusive right and easement over and across Roadway and Utility Easement (67,117 square feet, more or less) as granted by GRANT OF EASEMENT AND CONSENT (Entry Road) dated January 15, 1988, filed as Land Court Document No. 1527018, recorded in Liber 21584 at Page 480; more particularly described therein, and subject to the terms and provisions contained therein. Together also with the following nonexclusive easements: (1) for roadway and utility purposes over and across (a) Easements "2", "3", "4" as shown on File Plan No. 1905; (b) that portion of Easement "RU3" affecting Lot 1 as shown on File Plan No. 1905; (c) Easements "3", "4", "5" and "8", as shown on Map 9 of Land Court Application No. 1819; (2) for water supply purposes over and across Easement "1" affecting Lot 1 as shown on File Plan No. 1905; (3) for sewer purposes over and across Easements "1", "6" and "7" as shown on Map 9 of Land Court Application No. 1819; and (4) for surface water runoff purposes over and across Lots 5 and 6 as shown on Map 4, Lots 11-A and 11-B as shown on Map 7, Lots 8, 9, and 10 as shown on Map 5, Lots 2-A, 2-B, 2C, 2-R and 2-U as shown on Map 3, and Lots 12, 14, 16, 17, 20, and 21 as shown on Map 6 of Land Court Application No. 1819; and Lot 1 as shown on File Plan No. 1905; as granted by that certain ROADWAY and UTILITY EASEMENT AGREEMENT dated January 30, 1991, filed as Land Court Document No. 1797886, recorded as Document No. 91-012273, as amended by instrument dated August 3, 1994, filed as Land Court Document No. 2178041 and recorded as Document No. 94-129352; and subject to the terms and provisions contained therein. Together also with nonexclusive easements for access and utility purposes over Easements "1", "2", "3" and "4" of The Kauai Lagoons (2nd Amendment) as granted by instrument dated --- (acknowledged October 13, 2005) recorded as Document No. 2005-209699; more particularly described therein, and subject to the terms and provisions contained therein.

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SCHEDULE C CONTINUED

Together also with nonexclusive easements over and across Easement "AU-1", for road utility and pedestrian access purposes, Easement "AU4" for road, utility and pedestrian purposes, and Easement "S-2", for sewer purposes, as granted by instrument dated September 5, 2008, recorded as Document No. 2008-166755; said Easements being more particularly described therein, and subject to the terms and provisions contained therein. -Note:-

(A) Above Easement "S-2" is not contiguous with said above described Lot 700. (B) Above Easement "AU-4" is not contiguous with said above described Lot 700. (C) No insurance with respect to said Easements "S-2" and "AU-4" may be provided.

Together also with nonexclusive easement over and across Easement "A2" for access purposes affecting Lot 2-A-1-A, as shown on Kauai County Subdivision File No. S-2008-2, as granted by LIMITED WARRANTY DEED WITH COVENANTS AND GRANTS OF EASEMENT (Kauai County Subdivision 200824) dated December 19, 2008, recorded as Document No. 2008-191226; more particularly described therein and subject to the terms and provisions therein. Together also with a nonexclusive easement for roadway and utility purposes over and across ROAD LOT E as shown on Kauai County Subdivision File No. S-2010-11 subdivision map dated September 8, 2010, revised December 30, 2010, recertified by the Chairman of the Planning Commission, County of Kauai, and the Planning Department on January 11, 2011; as granted by instrument dated December 29, 2014, recorded as Document No. A-54780187; said easement more particularly described in instrument dated June 2, 2011, recorded as Document No. 2011-089678; and subject to the terms and provisions contained therein. Together also with nonexclusive easements over and across the following: (1) Easements "AU-1", "AU-2" and "RD-1A" for roadway and utility purposes; (2) Easements "UE" and "U-6" for utility purposes; (3) Easements "SW-2" and "S-2" for sewer purposes, as granted by RECIPROCAL EASEMENT AGREEMENT dated December 29, 2014, filed as Land Court Document No. T-9130062, recorded as Document No. A-54780207; more particularly described therein, and subject to the terms and provisions therein.

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SCHEDULE C CONTINUED

Said above described parcel of land having been acquired as follows: 1.

By TOWER KAUAI LAGOONS SUB 7, LLC, a Delaware limited liability company, by LIMITED WARRANTY DEED of KAUAI LAGOONS, LLC, a Hawaii limited liability company, dated December 29, 2014, recorded as Document Nos. A-54780187 through A-54780197, inclusive.

By TOWER KAUAI LAGOONS SUB 7, LLC, a Delaware limited liability company, by QUITCLAIM DEED of TOWER KAUAI LAGOONS LAND, LLC, a Delaware limited liability company, dated June 14, 2021, recorded as Document No. A-78370139.

END OF SCHEDULE C

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GENERAL NOTES 1.

There is hereby omitted from any covenants, conditions and reservations contained herein any covenant or restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law. Lawful restrictions under state or federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

NOTICE OF CERTIFICATE OF MERGER dated December 13, 2016, recorded as Document No. A-61930812, set forth the merger of TOWER KAUAI LAGOONS HOTEL, LLC, a Delaware limited liability company, with and into TOWER KAUAI LAGOONS 9B, LLC, a Delaware limited liability company, effective as of June 1, 2016.

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GUIDELINES

FOR

THE

ISSUANCE

INSURANCE

A. Taxes shown in Schedule B are as of the date such information is available from the taxing authority. Evidence of payment of all taxes and assessments subsequent to such date must be provided prior to recordation. B. Evidence of authority regarding the execution of all documents pertaining to the transaction is required prior to recordation. This includes corporate resolutions, copies of partnership agreements, powers of attorney and trust instruments. C. If an entity (corporation, partnership, limited liability company, etc.) is not registered in Hawaii, evidence of its formation and existence under the laws where such entity is formed must be presented prior to recordation. D. If the transaction involves a construction loan, the following is required: (1) a letter confirming that there is no construction prior to recordation; or (2) if there is such construction, appropriate indemnity agreements, financial statements and other relevant information from the owner, developer, general contractor and major sub-contractors must be submitted to the Company for approval at least one week prior to the anticipated date of recordation. Forms are available upon request from the Company. E. Chapter 669, Hawaii Revised Statutes, sets forth acceptable tolerances for discrepancies in structures or improvements relative to private property boundaries for various classes of real property. If your survey map shows a position discrepancy that falls within the tolerances of Chapter 669, call your title officer as affirmative coverage may be available to insured lenders. F. The right is reserved to make additional exceptions and/or requirements upon examination of all documents submitted in connection with this transaction. G. If a policy of title insurance is issued, it will exclude from coverage all matters set forth in Schedule B of this report and in the printed Exclusions from Coverage contained in an ALTA policy or in the Hawaii Standard Owner's Policy, as applicable. Different forms may have different exclusions and should be reviewed. Copies of the policy forms are available upon request from the Company or on our website at www.tghawaii.com. H. Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities.

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