luana - specimen deed (00299668-6xe1647) · {00299668.6} 2 grantor, for and in ... grantor, and (b)...

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AFTER RECORDATION ( ) MAIL TO ( ) PICKUP BY: Total No. of Pages:__

TG: TGE: _____________________

Tax Map Key No. (2) 4-4-014-006 CPR No. ____ Unit No. ________

LUANA GARDEN VILLAS UNIT DEED WITH RESERVATIONS AND CONDITIONS

DATE: ______________________.

GRANTOR: LUANA DEVELOPMENT PARTNERS LP, a Delaware limited liability company, whose mailing address is 6405 Mira Mesa Boulevard, Suite 100, San Diego, California 92121 (herein called “Grantor”)

GRANTEE: _________________________________________

(herein called “Grantee”) GRANTEE’S

ADDRESS: _________________________________________ GRANTEE’S TENANCY: _________________________________________

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Grantor, for and in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid to Grantor by Grantee, the receipt and sufficiency of which is hereby acknowledged, does by these presents grant, bargain, sell and convey unto Grantee all of Grantor’s right, title and interest in and to the following:

That certain unit in the “Honua Kai Condominium” (hereinafter referred to as “Honua Kai”), more particularly described in Exhibit A attached hereto and incorporated herein by reference (hereinafter referred to as the “Property”), subject to the encumbrances noted therein.

And the reversions, remainders, rents, issues, and profits thereof and all of the estate,

right, title, and interest of Grantor, both at law and in equity, therein and thereto. TO HAVE AND TO HOLD the same, together with all improvements, rights (excepting

those rights specifically reserved to (a) Grantor, and (b) Maui Beach Resort Limited Partnership (“MBRLP”), both as the “Declarant” under the Declaration, defined below), easements, privileges and appurtenances thereunto belonging or appertaining or held and enjoyed in connection therewith (including the personal property, if any, as may be described in said Exhibit A) unto Grantee in the above-described tenancy, absolutely in fee simple forever.

AND GRANTOR, in consideration of the premises, does hereby covenant to and with

Grantee that Grantor is lawfully seized in fee simple of the Property; that the Property is free and clear of and from all encumbrances created by Grantor except the lien of real property taxes not yet by law required to be paid, and as may herein specifically be set forth and as may be more particularly set forth in said Exhibit A; that Grantor has good right to sell and convey the Property; and that Grantor will WARRANT AND DEFEND the same unto Grantee against the lawful claims and demands of all persons except as herein mentioned.

AND GRANTEE DOES HEREBY COVENANT AND AGREE WITH GRANTOR AS FOLLOWS:

A. Reserved Rights of Grantor and Initial Developer. Grantee understands and acknowledges that the Luana Enclave (“Luana”) is the third phase of Honua Kai. Luana is also known as “Luana Garden Villas” for marketing purposes. The first two phases, the Hokulani and Konea Enclaves, were developed by MBRLP. MBRLP created Honua Kai pursuant to that certain Declaration of Condominium Property Regime of Honua Kai, as amended, restated, and further amended, as further described in Exhibit A hereof (the “Declaration”). Pursuant to the Declaration, MBRLP retained certain rights as the “Declarant”. Concurrent with Grantor’s acquisition of the units within Luana and the rights to develop the same, MBRLP assigned certain of its reserved rights pursuant to the Partial Assignment of Declarant Rights and Assumption (“Partial Assignment”). Grantee understands and acknowledges that, despite its partial assignment of reserved rights to Grantor, MBRLP has retained certain rights as more fully provided in the Declaration and the Partial Assignment. Grantee, for itself and its successors and

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assigns, does hereby release Grantor from and waive any claim, action or liability which arises from MBRLP or Grantor’s exercise of any reserved rights.

B. Grantor’s Reserved Rights Regarding Easements. Grantee understands and

agrees that, pursuant to the Declaration, Grantor has the right to create, grant, cancel, relocate, and otherwise deal with any easements over, under, across, or through the common elements of the certain portions of Honua Kai, including, but not limited to, Luana. Grantee consents to the foregoing rights and undertakes and agrees to join in any such act or thing done pursuant to the foregoing reserved rights and to execute any document or instrument necessary or appropriate, as determined in the sole and absolute discretion of Grantor, to effect the same.

C. Grantor’s Reserved Rights Regarding Common Interests. Grantor has the reserved right to make certain changes and adjustments to the common interest in Honua Kai relating to the creation or reconfiguration of units. Grantor here and now reserves a “possibility of reverter” in the common interest of the Property in order to exercise reserved rights under the Declaration, as assigned, in a way that permits or requires the Grantor to adjust the common interest of the Property as permitted by the Declaration. Grantee hereby acknowledges, authorizes, and agrees that Grantor may record an amendment to the Declaration or such other instrument as necessary to implement the rights reserved in the Declaration with respect to permitted changes and adjustments to the common interest. In legal terms, the reservation of this interest in the Property creates a “fee simple determinable subject to a possibility of reverter.”

D. Special Power of Attorney. To enable Grantor to exercise the rights reserved to

Grantor herein and as the “Declarant” in the Declaration, GRANTEE HEREBY IRREVOCABLY APPOINTS GRANTOR AS GRANTEE’S SPECIAL ATTORNEY-IN-FACT WITH FULL POWER OF SUBSTITUTION TO EXECUTE ALL SUCH DOCUMENTS AND DO ALL SUCH OTHER THINGS ON GRANTEE’S BEHALF AS MAY BE DONE BY GRANTOR IN THE REASONABLE EXERCISE OF THE RIGHTS RESERVED TO GRANTOR HEREIN AND IN THE DECLARATION, AS ASSIGNED, WHICH GRANT OF SUCH POWER, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE AND SHALL NOT BE AFFECTED BY THE DISABILITY OF GRANTEE OR ANY ONE OF THEM IF THERE BE MORE THAN ONE AND GRANTEE HEREBY FURTHER AGREES UPON THE REQUEST OF GRANTOR TO EXECUTE SUCH OTHER DOCUMENTS AND DO SUCH OTHER THINGS AS MAY BE REASONABLY NECESSARY OR CONVENIENT TO EFFECT THE SAME.

E. Covenants and Agreements Run With the Land. The covenants and

agreements set forth below which are in favor of Grantor and also in favor of the Honua Kai Condominium Association, Inc. (the “Association”) and the Association’s successors and assigns, shall run with the land and shall bind Grantee and Grantee’s heirs, executors, legal and personal representatives, administrators, successors, successors-in-trust and assigns, and all successive owners of the Property.

F. “As-Is, Where-Is” Condition. Except as may be set forth in such limited warranty Grantor has provided to Grantee in the Luana Garden Villas Sales Contract and Deposit Receipt by and between the parties, Grantee acknowledges on behalf of itself and its successors

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and assigns, that the Property being sold, including the common elements of Honua Kai, are being conveyed “AS IS, WHERE IS” WITH ALL FAULTS and that, except for a limited warranty of title set forth above, Grantor makes no 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 any matter about the Property, its condition or available use, or about any structures, fixtures, equipment or anything else installed, attached, affixed or otherwise contained in the Property, including any warranties or promises of “habitability,” “merchantability,” “marketability,” “profitability,” “workmanlike construction” or “fitness for a particular use or purpose,” but hereby assigns any warranty provided by the contractor to Grantee.

G. No Warranties or Promises. Except as may be set forth in such limited warranty Grantor has provided to Grantee in the Luana Garden Villas Sales Contract and Deposit Receipt by and between the parties, Grantee understands and agrees that, without limiting the generality of anything contained in this Unit Deed, Grantor makes no warranties or promises: (i) that Honua Kai or any improvements in the unit, the Property or Honua Kai (including the common elements) will be free from damage; (ii) regarding the value of Honua Kai; (iii) regarding the physical or environmental condition of Honua Kai, including, without limitation, the existence of hazardous materials; (iv) that there is or will be any “view” from the Property or Luana, or that any existing “view” will not be obstructed in the future; (v) regarding any future use of Honua Kai or adjacent properties; or (vi) regarding the suitability, conformance, compliance or lack of compliance of Honua Kai with any state, federal, county or local law, code, ordinance, order, permit, administrative requirement or regulation, including without limitation, those related to the consolidation and subdivision of land, the operation and use of Honua Kai, and accessibility of Honua Kai by persons with disabilities. Grantee, by signing and accepting this instrument, acknowledges and agrees, for itself and for its successors and assigns (including without limitation, subsequent owners of the Property), that Grantor and its agents and representatives have not made any representations or warranties about the Property conveyed herein or Honua Kai, and Grantee releases Grantor from any obligation or responsibility concerning the Property or Honua Kai.

H. Assumption of Responsibility, Liability and Risk; Release and Waiver. To

the fullest extent permitted by law, Grantee, for itself and its successors and assigns, does hereby (i) assume all responsibility, liability and risk for all aspects of the Property and all conditions related to the Property, and (ii) release Grantor from and waive any claim, action or liability which arises from or relates to any hazard or defect, latent or patent, known or unknown, in the Property which exists now or in the future, or which arises from or relates to any lack of compliance of the Property with any state, federal, county or local law, code, ordinance, order, permit, administrative requirement or regulation, that Grantee may have against Grantor under any federal, state or local law, ordinance, rule or regulation now existing or hereafter enacted or promulgated, or arising by virtue of any common law right, unless such claim, action or liability arises from Grantor’s proven (and not merely alleged) gross negligence, willful misconduct, or violation of applicable laws, established by a final, nonappealable judgment by a court of competent jurisdiction. Such claims, actions or liabilities may include without limitation, those related to pest management (use of pesticides); asbestos and asbestos-containing materials; lead-based or lead-containing paint; any mold, mildew, fungus and other types of bacterial growths;

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and all hazardous materials and environmental conditions or matters in, on, under, about or migrating from or onto or into the Property or Honua Kai; the availability or non-existence of water, drainage and sewer facilities, and utilities, erosion, weathering, earthquake, fire, floods, dangerous underground soil conditions and similar occurrences or conditions at the Property; the existence of any known or unknown archeological sites; and nuisance arising from and use of surrounding lands. Grantee acknowledges and agrees that this assumption of risk and release of Grantor from liability has been specifically negotiated between Grantor and Grantee and is an essential element of the inducement for Grantor and that Grantor would not have sold the Property to Grantee without the foregoing disclaimer of warranties.

I. Project Documents. Grantee’s interest under this Unit Deed shall be subject to, and Grantee will observe, perform, comply with and abide by, the terms, covenants, conditions and restrictions, including without limitation, Grantee’s payment of Association fees and all other charges as and when the same become due and payable, all as set forth in (i) the Declaration, as the same may be amended from time to time, (ii) the Amended and Restated Bylaws of the Honua Kai Condominium Association, Inc. (Chapter 514B), as the same may be amended from time to time (the “Bylaws”), (iii) any rules and regulations promulgated pursuant to the Declaration and Bylaws, as the same may be amended from time to time (the “House Rules”), and (iv) this Unit Deed, as more fully described in said Exhibit A, all of which are incorporated herein by reference and made a part hereof. Grantee acknowledges, verifies and confirms that Grantee has reviewed and fully understands all the material terms, covenants and conditions of Honua Kai contained in the Declaration, the Bylaws, the Partial Assignment, and this Unit Deed. Grantee shall indemnify and hold and save harmless Grantor and each of the owners of all other condominium units in Honua Kai from any failure to observe and perform any of such terms, covenants, conditions and restrictions set forth in the Declaration, the Bylaws, the House Rules and this Unit Deed.

J. Prior Use of the Land. Grantee acknowledges, agrees and accepts, for itself and for its successors and assigns (including without limitation, subsequent owners of the Property), that Honua Kai is located on a site previously used and operated as an airport and airstrip, and that the land was also used for activities related to the operation, maintenance, and use of an airport, airstrip and aircraft. Grantee further acknowledges, agrees and accepts, for itself and for its successors and assigns (including without limitation, subsequent owners of the Property), that (i) before and after the land of Honua Kai was used as an airport, it was used for farming sugar cane and for other agricultural operations, and (ii) Honua Kai is located near or next to other land used for the same purposes. These operations include, for example, open burning, percolating, evaporating, milling, generating power, trucking, plowing, hauling, fertilizing, grading, storing, herbicide and pesticide spraying, crop dusting, water diversion, irrigating, and all other activities incidental to planting, cultivating, harvesting, and processing crops or incidental to ranching. This activity may from time to time cause surface water runoff, noise, soot, smoke, dust, light, heat, vapors, odors, chemicals, vibrations, and other substances and phenomena of every description (collectively, the “Agricultural Effects”) to be discharged, emitted, or transmitted over and upon Honua Kai. The Agricultural Effects may be a nuisance to Grantee or anyone else occupying or using Honua Kai, including but not limited to Luana. Grantee hereby acknowledges that the Hawaiì Right to Farm Act (Chapter 165 of the Hawaiì Revised Statutes) and Hawaiì law limit the circumstances under which farming operations may be deemed to be a

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nuisance. Grantee, for itself and for its successors and assigns (including without limitation, subsequent owners of the Property), hereby waives and releases any rights, claims or actions that Grantee may have, now or in the future, against the Grantor arising directly or indirectly out of or from the Agricultural Effects as to Honua Kai or any surrounding areas, or from prior use of the land of Honua Kai as an airport and airstrip.

K. Other Environmental Factors.

i. Grantee acknowledges, agrees and accepts, for itself and for its successors and assigns (including without limitation, subsequent owners of the Property), that all units, including the Property, may be subject to some or all of the following factors, the extent of which depends on the orientation, nature, design and location of the Property and the building in which it is located, as well as on other factors: exposure to morning, afternoon or evening sun; exposure to prevailing and non-prevailing winds and rain; exposure to other natural and human-made environmental factors, such as exposure to noise or fumes from vehicular traffic emanating from within Honua Kai or from neighboring driveways, streets or highways, including but not limited to parking in North Park and traffic on Honoapiilani Highway; infestation and visible damage caused by termites, rodents, and other pests; surface water runoff from neighboring properties; sounds of crashing surf, pedestrian traffic, child or adult play, related music and activities; noise, dust, smoke, odors, surface water runoff and other things emanating from the condominium units or their lanais, barbeque areas, the pools, pool decks, walkways and grounds, lobby areas, other common areas, the ocean, the beach, North Park, the County wastewater (sewage) treatment plant located on the other side of Honoapiilani Highway from Luana, the rock crushing facility and concrete batch plants located in the general vicinity of Honua Kai, exercise of traditional native Hawai`ian ceremonies, construction, landscaping, operation and maintenance of neighboring homes, projects or properties, construction and maintenance of electrical transmission lines and facilities within or in the vicinity of Honua Kai, irrigation of Honua Kai or neighboring properties with reclaimed water, treated effluent, or other non-potable water sources, vog from the Island of Hawai`i, salt spray from the ocean, moisture accumulation and resulting mold and mildew, and similar conditions; proximity of the Property to trash facilities and stairwells; proximity of the Property to parking stalls intended to comply with the Americans With Disabilities Act; suitability of the Property for various kinds of disabilities; and all such similar and related conditions (collectively the “Environmental Factors”).

ii. The Grantor has no control over the Environmental Factors and makes no representations or warranties with respect to the presence, absence, impact, lack of impact, intensity, timing, duration, affect, or anything else arising from or relating to any of the Environmental Factors.

iii. Grantee, for itself and for its successors and assigns (including without limitation, subsequent owners of the Property), hereby waives and releases any and all rights, claims and causes of action it or they may have, now or in the future, against the Grantor and their respective successors and assigns, arising directly or indirectly out of or from the Environmental Factors.

L. Honua Kai West Maui Community Trust. As disclosed in Section 5.11 of the Declaration, under that certain Settlement Agreement dated February 2, 2005, by and between

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MBRLP and The West Maui Preservation Association, a transfer fee of 0.25% of the sales price of each unit within Honua Kai shall be paid to the Honua Kai West Maui Community Trust upon resale of such unit. Such transfer fee for the initial sale of Luana units by Grantor has already been paid and satisfied. M. Arbitration. Grantor and Grantee, for themselves and their successors and assigns, agree that all claims and disputes by and between them in connection with Honua Kai and the sale of the units in Honua Kai shall be resolved by binding arbitration pursuant to the rules of the American Arbitration Association (hereinafter referred to as the “AAA”) then in effect. Any person that desires to submit any issue or dispute to binding arbitration shall promptly so notify the other party in writing. Claims or disputes involving $100,000 or less shall be heard by a single arbitrator. Claims involving more than $100,000 or non-monetary issues shall be heard by a panel of three (3) arbitrators. The arbitrators shall be selected by the AAA upon receiving notice from either party that a dispute exists. The decision of a majority of such arbitrators shall be final, conclusive and binding on the parties hereto. Each party shall pay its own costs and expenses and the costs and expenses of its witnesses and attorneys. All other costs and expenses shall be shared equally by the parties. In the event of the failure, inability or refusal of any arbitrator to act, a new arbitrator shall be appointed in his stead by the AAA. An award so rendered shall be binding in all aspects and shall be subject to the provisions of Chapter 658A, HRS, as the same may be amended from time to time; provided, however, that no such award shall provide for an award of punitive damages. Such arbitration proceedings shall be a common hearing which shall include Grantor, Grantee, and such others as may be necessary to fully and finally resolve such claim or dispute, shall be binding, and reduced to judgment in accordance with said Chapter 658A. N. Enforceability. Grantee acknowledges that, in the case of the violation or breach of any of the covenants, conditions, agreements or restrictions contained herein, Grantor shall have the right to prosecute a proceeding at law or in equity against Grantee to prevent or enjoin Grantee from violating or breaching any of the covenants, conditions, agreements or restrictions, or to cause said violation or breach to be remedied, or to recover damages or other remedies available for such violation or breach. In any legal or equitable proceeding for the enforcement of or to restrain the violation or breach of any provision herein or to obtain damages or other suitable remedy, the prevailing party shall be entitled to recover such reasonable attorneys’ fees and costs as may have been incurred in enforcing or defending its rights hereunder. O. Grantee’s Acknowledgement. Grantee acknowledges, verifies and confirms that Grantee has reviewed and fully understands all the material terms, covenants, waivers, disclosures and conditions of the Luana Garden Villas Sales Contract and Deposit Receipt entered by and between Grantor and Grantee. The term “Grantor” herein or any other pronoun used in place thereof shall mean and include LUANA DEVELOPMENT PARTNERS LP, a Delaware limited partnership, and its affiliates, and each of their respective managers, officers, directors, shareholders, members, employees, agents, successors and assigns. The term “Grantee” herein or any pronoun used in place thereof shall mean and include the masculine, feminine, or neuter, the singular or plural number, and jointly and severally individuals, firms, or corporations, and their respective heirs,

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personal representatives, executors, administrators, successors, and assigns, according to the context hereof. If these presents shall be signed by two (2) or more Grantees, all covenants of such Grantees shall for all purposes be joint and several. This Unit Deed may be executed in two or more counterparts, and shall be deemed to have become effective when and only when one or more of such counterparts shall have been signed by or on behalf of Grantor and Grantee, although it shall not be necessary that any single counterpart is signed by or on behalf of each. All such counterparts shall be deemed to constitute but one and the same instrument. Duplicate unexecuted pages of the counterparts may be discarded and the remaining pages assembled as one document.

[Signatures Appear on Following Page.]

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IN WITNESS WHEREOF, Grantor and Grantee have executed these presents the day and year first above written. LUANA DEVELOPMENT PARTNERS LP, a Delaware limited partnership BY: Luana Developments Inc., a Delaware corporation Its: General Partner

By:_________________________________ Name: Title:

“Grantor”

_________________________________________ “Grantee”

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STATE OF HAWAII ) ) SS. CITY & COUNTY OF HONOLULU ) On this _____ day of __________________, 20___ before me personally appeared _________________, to me satisfactorily proven, 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 capacities shown, having been duly authorized to execute such instrument in such capacity. _______________________________________ Print Name: _____________________________ Notary Public for the above-noted State & County My commission expires: ___________________ Document Date: _______________ Number of Pages: ____ Notary Name: ______________________________________ First Judicial Circuit Document Description: LUANA GARDEN VILLAS DEED WITH RESERVATIONS AND CONDITIONS ___________________________________ Notary Signature Date NOTARY CERTIFICATION

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STATE OF HAWAII ) ) SS. CITY & COUNTY OF HONOLULU ) On this _____ day of __________________, 20___ before me personally appeared ____________________________, to me satisfactorily proven, 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. _______________________________________ Print Name: _____________________________ Notary Public for the above-noted State & County My commission expires: ___________________ Document Date: _______________ Number of Pages: ____ Notary Name: ______________________________________ First Judicial Circuit Document Description: LUANA GARDEN VILLAS DEED WITH RESERVATIONS AND CONDITIONS ___________________________________ Notary Signature Date NOTARY CERTIFICATION

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EXHIBIT A All right, title and interest of Grantor in and to the following: FIRST:- Unit No. __________ (the “Unit”), in the condominium project (hereinafter referred to as the “Project”), described in and established by that certain Amended and Restated Declaration of Condominium Property Regime dated October 5, 2006, filed in the Office of the Assistant Registrar of the Land Court of the State of Hawaii (“Office”) as Land Court Document No. 3515521, recorded in the Bureau of Conveyances of the State of Hawaii (the “Bureau”) as Document No. 2006-211550, and as the same may be amended from time to time (the “Declaration”), of which the original Declaration dated October 12, 2005, is filed as Land Court Document No. 3340058, recorded as Document No. 2005-207370, and as shown on Condominium Map No. 1747 filed in said Office, and Map No. 4093 recorded in said Bureau, as may be amended from time to time (the “Condominium Map”), and the Amended and Restated Bylaws of the Honua Kai Condominium Association, Inc. (the “Bylaws”), dated October 5, 2006, filed in the Office as Land Court Document No. 3515522, and recorded as Document No. 2006-211551, as may be amended from time to time, of which the original Bylaws dated October 12, 2005, is filed as Land Court Document No. 3340059, and recorded as Document No. 2005-20737160, TOGETHER with the following appurtenant easements: (A) Exclusive easements to use those certain limited common elements, if any as set forth in said Declaration, as amended. (B) Nonexclusive easements in the common elements of said Condominium designated in said Declaration for such purposes as ingress to, egress from, utility services for and support of said Unit for such purposes; in the other common elements for use according to their respective purposes, subject always to the exclusive use of the limited common elements as set forth in said Declaration; and in all other condominium units for support; all as set forth in said Declaration.

SECOND:- An undivided _____% interest in all common elements of the Project and the land on which said Condominium is located, as established for said Unit by the Declaration or such other percentage interest as hereafter established for said Unit by any amendment of said Declaration, as tenant in common with all other owners from time to time of undivided interests in and to said common elements and tenants thereof.

The land upon which said Condominium Project “Honua Kai” is located is described as follows: All of that certain parcel of land being LOT D-1-A-1 (containing an area of 39.699 acres, more or less) of “NORTH BEACH SUBDIVISION IIA”, as shown on subdivision map prepared by Justin H. Lapp, Licensed Professional Land Surveyor, with Austin, Tsutsumi & Associates, Inc., dated June 30, 2008, last revised August 18, 2011, approved by the County of Maui, Department of Public Works on September 16, 2011 (Subdivision File Number 4.960), being comprised of the following:

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-PARCEL FIRST:- All of those certain parcels of land situate at Hanakaoo, Honokowai, Kaanapali, Lahaina, County of Maui, State of Hawaii, described as follows: LOTS: 103, area 11.570 acres, and 104, area 0.097 acre, more or less, as shown on Map 86, filed in the Office of the Assistant Registrar of the Land Court of the State of Hawaii with Land Court Application No. 1744 of Pioneer Mill Company; Together with access across Lot D-1-A, being all of the lands described in and covered by Royal Patent 4818, Land Commission Award 6601, Apana 4 to Piimoku; Grant 13332 to Pioneer Mill Company, Limited; Royal Patent 6653, Land Commission Award 5121 Apana 1 to Kane; and being also portions of the following: Royal Patent 4594, Land Commission Award 4241, Apana 3 to Kaluakini; Royal Patent 7661, Land Commission Award 76, Apana 2 to William Shaw; Royal Patent 1684, Land Commission Award 5005, Apana 2 to Keoni (John White); Royal Patent 3939, Land Commission Award 6722-B, Apana 1 to Mai; Royal Patent 7995, Land Commission Award 3689, Apana 2 to Maui; Royal Patent 3559, Land Commission Award 5002 Apana 4 to Kahanumaikai; Parcel A, Land Patent Grant S-15,081 to Pioneer Mill Company, Limited; Parcel C, Land Patent Grant S-15,081 to Pioneer Mill Company Limited; Royal Patent 6297, Land Commission Award 6601 to Piimoku; and Royal Patent 3023, Land Commission Award 3987, Apana 1 to Holona, situate at Honokowai, Lahaina, County and Island of Maui, Hawaii, and which has direct access to and from Honoapiilani Highway. Being the land(s) described in Transfer Certificate of Title No. 1,143,650 issued to LUANA DEVELOPMENT PARTNERS LP, a Delaware limited partnership. -PARCEL SECOND:- All of those certain parcels of land situate at Honokowai, Kaanapali, Lahaina, County of Maui, State of Hawaii, described as follows: LOTS : 10-B-2-A, area 3,495 square feet, and 10-B-2-B, area 1,653 square feet, more or less, as shown on Map 15, filed in the Office of the Assistant Registrar of the Land Court of the State of Hawaii with Land Court Application No. 485 of Lahaina Agricultural Company, Limited; An undivided 634/896 interest in and to said Lots 10-B-2-A and 10-B-2-B being registered in said Office of the Assistant Registrar with Land Court Application No. 485 of Lahaina Agricultural Company, Limited, and the remaining undivided 262/896 interest being unregistered land. Together with access across Lots 10-B-1, 10-C and 11 as provided by Land Court Order Nos. 30915 and 30916.

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Being the land(s) described in Transfer Certificate of Title No. 1,143,650 issued to LUANA DEVELOPMENT PARTNERS, LP, a Delaware limited partnership. -PARCEL THIRD:- All of that certain parcel of land (being all of the land(s) described in and covered by Royal Patent Number 4818, Land Commission Award Number 6601, Apana 4 to Piimoku; Land Patent Grant Number 13332 to Pioneer Mill Company, Limited; Royal Patent Number 6653, Land Commission Award Number 5121, Apana 1 to Kane; Royal Patent Number 7661, Land Commission Award Number 76, Apana 2 to William Shaw; and being also portion(s) of the land(s) described in and covered by the following: Royal Patent Number 4594, Land Commission Award Number 4241, Apana 3 to Kaluakini; Royal Patent Number 1684, Land Commission Award Number 5005, Apana 2 to Keoni (John White); Royal Patent Number 3939, Land Commission Award Number 6722-B, Apana 1 to Mai; Royal Patent Number 7995, Land Commission Award Number 3689, Apana 2 to Maui; Royal Patent Number 3559, Land Commission Award Number 5002, Apana 4 to Kahanumaikai; Parcel A, Land Patent Grant Number S-15,081 to Pioneer Mill Company, Limited; Parcel C, Land Patent Grant Number S-15,081 to Pioneer Mill Company Limited; Royal Patent Number 6297, Land Commission Award Number 6601 to Piimoku; and Royal Patent Number 3023, Land Commission Award Number 3987, Apana 1 to Holona, being also all of Lot 103 and Lot 104 (Map 86) of Land Court Application No. 1744 and Lot 10-B-2-A and Lot 10-B-2-B (Map 15) of Land Court Application No. 485), situate, lying and being at Honokowai, Lahaina (Kaanapali), Island and County of Maui, State of Hawaii, being a portion of Lot D-1-A of the “North Beach Subdivision II”, being a PORTION OF LOT D-1-A-1 of the “NORTH BEACH SUBDIVISION IIA”, and containing an area of 39.699 acres, more or less. EXCEPTING AND RESERVING LOTS 103 and 104 (Map 86) of Land Court Application No. 1744 and LOTS 10-B-2-A and 10-B-2-B (Map 15) of Land Court Application No. 485 described under PARCELS FIRST AND SECOND, hereof. Said parcels of land being more particularly described in the Declaration. Together with a non-exclusive right and easement over and across Easement “267” as shown on Map 89 of Land Court Application 1744, for Roadway, Entry Feature and Landscaping purposes more particularly defined in and as granted by AMENDED AND RESTATED GRANT OF EASEMENT AND AGREEMENT (ACCESS, ENTRY FEATURE AND LANDSCAPING), dated September 28, 2005, filed as Land Court Document No. 3333451, recorded as Document No. 2005-196560. The foregoing Amended and Restated Grant restates the original Grant dated August 5, 2003, filed as Land Court Document No. 2972193, recorded as Document No. 2003-162025. Together also with a non-exclusive easement over, across and on the Easement Area, for Surface Parking Lot purposes more particularly defined in and as granted by GRANT OF EASEMENT (PARKING PURPOSES), dated September 28, 2005, filed as Land Court Document No. 3333452, recorded as Document No. 2005-196561, as amended by instrument dated

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February 24, 2017, recorded as Document No. A-62890877, and dated October 10, 2017, recorded as Document No. A-65220888. (Said amendment is not noted on Transfer Certificate(s) of Title referred to herein.) Together also with a non-exclusive right and easement over, across, and upon Lot 3 (being Lot 102 as shown on Map 86 filed with Land Court Application No. 1744), for Firelane Access Roadway purposes more particularly defined in and as granted by GRANT OF EASEMENT AND AGREEMENT (FIRE LANE ACCESS PURPOSES), dated September 28, 2005, filed as Land Court Document No. 3333453, recorded as Document No. 2005-196562. Together also with a nonexclusive right and easement, to use the Retention Basins for off-site storm water runoff retention and storage purposes, as granted by GRANT OF EASEMENT AND AGREEMENT REGARDING EXPANSION OF RETENTION BASINS AND ALLOCATION OF RETENTION CAPACITY, dated November 30, 2006, filed as Land Court Document No. 3522688, recorded as Document No. 2006-222394. Said Grant and Agreement was amended by instrument dated December 1, 2011, effective December 28, 2011, filed as Land Court Document No. T-8031223, recorded as Document Nos. A-43790630A through A-43790630B. Together also with a nonexclusive easement over, across and upon Lot 3 (being Lot 102 as shown on Map 86 filed with Land Court Application No. 1744), as granted by GRANT OF WATERLINE EASEMENT, dated May 20, 2009, filed as Land Court Document No. 3861460, recorded as Document No. 2009-079589, as amended and restated by instrument dated October 4, 2010, filed as Land Court Document No. 4006856, recorded as Document No. 2010-152129. Together also with non-exclusive easements for construction and park use purposes, over across, and upon the “Business Lot” more particularly defined in and as granted by GRANT OF EASEMENT dated August 18, 2009, filed as Land Court Document No. 3891990, recorded as Document No. 2009-131345. BEING THE PREMISES ACQUIRED BY HONUA KAI CONDOMINIUM DEED WITH RESERVATIONS AND COVENANTS GRANTOR : MAUI BEACH RESORT LIMITED PARTNERSHIP, a Delaware limited

partnership GRANTEE : LUANA DEVELOPMENT PARTNERS LP, a Delaware limited

partnership DATED : September 19, 2017 FILED : Land Court Document No. T-10123003 RECORDED : Document No. A-64710142 SUBJECT, HOWEVER, to the following:

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1. Mineral and water rights of any nature in favor of the State of Hawaii. 2. -AS TO PARCEL FIRST:-

(A) Reservation of all mineral or metallic mines of every description to the Hawaiian Government; said reservation, however, being subject to that certain covenant that neither the State of Hawaii nor persons authorized by it will enter, occupy or use the said land for the exercise of the reserved mineral and mining rights for a period of 75 years from January 1, 1960, as contained in that certain instrument dated January 29, 1960, recorded in Liber 3822 at Page 37.

(B) Location of the seaward boundary in accordance with the laws of the State of

Hawaii and shoreline setback line in accordance with County regulation and/or ordinance and the effect, if any, upon the area of the land described herein.

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

INSTRUMENT : PRIVATE WATER SYSTEM AGREEMENT DATED : October 2, 1991 RECORDED : Document No. 91-136263 PARTIES : AMFAC PROPERTY INVESTMENT CORP., a Hawaii

corporation, TOBISHIMA PACIFIC, INC., a Hawaii corporation, and the DEPARTMENT OF WATER SUPPLY of the County of Maui

(Not noted on Transfer Certificate(s) of Title referred to herein) Said above Agreement was amended by instrument dated October 14, 1992, recorded as Document No. 92-169921. (Not noted on Transfer Certificate of Title referred to herein)

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

INSTRUMENT : UNILATERAL AND IRREVOCABLE DECLARATION OF PERPETUAL RIGHTS AND USES AND PERPETUAL RESTRICTIONS (North Beach Shoreline Setback Area)

DATED : December 29, 1998, effective December 14, 1998 FILED : Land Court Document No. 2513420 RECORDED : Document No. 99-005138 Said above Unilateral and Irrevocable Declaration of Perpetual Rights and Uses and Perpetual Restrictions amended by instrument dated December 6, 2000, filed

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as Land Court Document No. 2668965, recorded as Document No. 2000-170916. Re: Exhibit “B” attached to the North Beach Shoreline Setback Area Declaration is deleted in its entirety and replaced with the new Exhibit “B” attached thereto (Easement 259 & 260, affecting Lot 103 & 104, as shown on Map 86 of Land Court Application 1744).

(E) Reservations of the State of Hawaii, set forth in Land Court Order No. 138359, filed May 8, 2000, including matters relating to the following:

(1) Claims, if any, of native tenants. (2) Claims, if any, to any historic, religious and archaeological sites. (3) Claims, if any, to rights of access through public highways, trails and

pathways and historical uses on and across the parcels to the shoreline be determined, protected and not restricted.

(4) Claims, if any, to waters having their source upon or flowing under the

parcels.

3. -AS TO PARCEL FIRST (LOT 103 ONLY):-

Designation of Easement “259”, for shoreline setback purposes, as shown on Map 86, as set forth by Land Court Order No. 138359, filed May 8, 2000.

4. -AS TO PARCEL FIRST (LOT 104 ONLY):-

(A) Designation of Easement “D-2”, for future park purposes, as shown on Subdivision Map prepared by Masumi Fukushima, Licensed Professional Land Surveyor, with Austin, Tsutsumi & Associates, Inc., dated May 21, 1999. (Not noted on Transfer Certificate(s) of Title referred to herein)

(B) Designation of Easement “260”, for shoreline setback purposes, as shown on

Map 86, as set forth by Land Court Order No. 138359, filed May 8, 2000. 5. -AS TO PARCEL SECOND:-

(A) The terms and provisions contained in the following: INSTRUMENT : DECLARATION DATED : December 5, 1968 FILED : Land Court Document No. 462012 RECORDED : Liber 6338 Page 26

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(B) The terms and provisions contained in the following: INSTRUMENT : PRIVATE WATER SYSTEM AGREEMENT DATED : October 2, 1991 RECORDED : Document No. 91-136263 PARTIES : AMFAC PROPERTY INVESTMENT CORP., a Hawaii

corporation; TOBISHIMA PACIFIC, INC., a Hawaii corporation; and the DEPARTMENT OF WATER SUPPLY of the County of Maui

(Not noted on Transfer Certificate(s) of Title referred to herein) Said above Agreement was amended by instrument dated October 14, 1992, recorded as Document No. 92-169921. (Not noted on Transfer Certificate of Title referred to herein)

(C) Designation of Easement “N”, for shoreline setback purposes, as shown on Map 16, as set forth by Land Court Order No. 136941, filed November 19, 1999.

(D) The terms and provisions contained in the following: INSTRUMENT : UNILATERAL AND IRREVOCABLE DECLARATION

OF PERPETUAL RIGHTS AND USES AND PERPETUALRESTRICTIONS (North Beach Shoreline Setback Area)

DATED : December 29, 1998, effective December 14, 1998 FILED : Land Court Document No. 2513420 RECORDED : Document No. 99-005138

Said above Unilateral and Irrevocable Declaration of Perpetual Rights and Uses and Perpetual Restrictions amended by instrument dated December 6, 2000, filed as Land Court Document No. 2668965, recorded as Document No. 2000-170916. Re: Exhibit “B” attached to the North Beach Shoreline Setback Area Declaration is deleted in its entirety and replaced with the new Exhibit ”B” attached thereto (Easement N, affecting Lot 10-B-2-A and 10-B-2-B, as shown on Map 16 of Land Court Application 485).

6. -AS TO PARCEL SECOND (LOT 10-B-2-A ONLY):-

(A) Designation of Easement “D-2”, for future park purposes, as shown on Subdivision Map prepared by Masumi Fukushima, Licensed Professional Land Surveyor, with Austin, Tsutsumi & Associates, Inc., dated May 21, 1999. (Not noted on Transfer Certificate(s) of Title referred to herein).

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(B) Designation of Easement “P”, for future park purposes, as shown on Map 16, as

set forth by Land Court Order No. 136941, filed November 19, 1999. 7. -AS TO PARCEL THIRD:-

(A) GRANT in favor of COUNTY OF MAUI dated May 14, 1987, recorded in Liber 21637 at Page 634; granting a nonexclusive easement to construct, reconstruct, maintain, operate, repair and remove a pipeline or pipelines, etc.

(B) SETBACK (40 feet wide), for building purposes, along Honoapiilani Highway, as

shown on Subdivision Map prepared by Masumi Fukushima, Licensed Professional Land Surveyor, with Austin, Tsutsumi & Associates, Inc., dated May 21, 1999.

(C) Designation of Easement “D-1” (150 feet wide), for shoreline setback purposes ,

as shown on Subdivision Map prepared by Masumi Fukushima, Licensed Professional Land Surveyor, with Austin, Tsutsumi & Associates, Inc., dated May 21, 1999.

(D) Designation of Easement “D-2”, for future park purposes, as shown on

Subdivision Map prepared by Masumi Fukushima, Licensed Professional Land Surveyor, with Austin, Tsutsumi & Associates, Inc., dated May 21, 1999.

(E) Waterline Easement in favor of the Department of Water Supply, County of Maui,

dated July 31, 2007, recorded as Document No. 2007-193842; granting a non-exclusive easement for waterline purposes over Easements “W-1” and “W-2”, more particularly described therein.

(F) Designation of Easement “1”, for slope purposes, as shown on subdivision map

prepared by Justin H. Lapp, Licensed Professional Land Surveyor, with AUSTIN, TSUTSUMI & ASSOCIATES, INC., dated June 30, 2008, last revised September 9, 2011, and approved by the Department of Public Works, County of Maui (Subdivision File No. 4.960) on September 16, 2011.

(G) RESTRICTION OF VEHICULAR ACCESS RIGHTS, as shown on subdivision

map prepared by Justin H. Lapp, Licensed Professional Land Surveyor, with AUSTIN, TSUTSUMI & ASSOCIATES, INC., dated June 30, 2008, last revised September 9, 2011, and approved by the Department of Public Works, County of Maui (Subdivision File No. 4.960) on September 16, 2011.

(H) GRANT OF EASEMENT (Location Sign) dated July 17, 2013, filed as Land

Court Document No. T-8612538, recorded as Document No. A-49600972, granting Easement “S-1” for signage purposes, said easement being shown on the map attached thereto as Exhibit “B”, and being more particularly described in Exhibit “C” attached thereto.

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(I) AGREEMENT FOR A PRIVATE WATER SYSTEM AND PUBLIC FIRE

PROTECTION WITHIN THE SERVICE AREA OF THE PUBLIC WATER SYSTEM dated January 16, 2015, recorded as Document No. A-56030847. (Not noted on Transfer Certificate(s) of Title referred to herein.)

(J) Reservation of all mineral or metallic mines of every description to the Hawaiian

Government; said reservation, however, being subject to that certain covenant that neither the State of Hawaii nor persons authorized by it will enter, occupy or use the said land for the exercise of the reserved mineral and mining rights for a period of 75 years from January 1, 1960, as contained in that certain instrument dated January 29, 1960, recorded in the Liber 3822 at Page 37.

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

INSTRUMENT : LAND PATENT GRANT NUMBER S-15,081 DATED : January 16, 1973 The foregoing includes, but is not limited to, matters relating to mineral reservation and water reservation.

(L) Limitation of abutter's rights of vehicle access into and from Honoapiilani

Highway, Federal Aid Project No. RF-030-1 (5), set forth by the following:

1. By Deed dated April 19, 1976, recorded in Liber 11410 at Page 496; and 2. By Final Order of Condemnation, filed in the Circuit Court of the Second

Circuit, State of Hawaii, on May 12, 1982, recorded in Liber 16367 at Page 390.

8. The terms and provisions contained in the following:

INSTRUMENT : SUBDIVISION AGREEMENT (LARGE LOTS) DATED : August 6, 1990 FILED : Land Court Document No. 1756822 RECORDED : Document No. 90-127827 PARTIES : AMFAC PROPERTY INVESTMENT CORP., a Hawaii

corporation, and TOBISHIMA PACIFIC, INC., a Hawaii corporation, and the County of Maui

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9. The terms and provisions contained in the following: INSTRUMENT : DECLARATION OF COVENANTS, CONDITIONS,

EASEMENTS AND RESTRICTIONS FOR KAANAPALI NORTH BEACH

DATED : December 6, 2000 FILED : Land Court Document No. 2668967 RECORDED : Document No. 2000-170917 SUPPLEMENTAL DECLARATION TO DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR KAANAPALI NORTH BEACH dated August 5, 2003, filed as Land Court Document No. 2972191, recorded as Document No. 2003-162023. DESIGNATION OF SUCCESSOR DECLARANT AND ASSIGNMENT OF DECLARANT'S RIGHTS AND INTERESTS UNDER DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR KAANAPALI NORTH BEACH, dated August 26, 2003, filed as Land Court Document No. 2983238, recorded as Document No. 2003-180662, by and between KAANAPALI DEVELOPMENT CORP., a Hawaii corporation, and NB LOT 3, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Sole Declarant”). FIRST AMENDMENT TO BY-LAWS OF KAANAPALI NORTH BEACH MASTER ASSOCIATION, INC., dated September 17, 2003 recorded as Land Court Document No. 3036052 and as Document No. 2003-267151. SECOND SUPPLEMENTAL DECLARATION TO DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS FOR KAANAPALI NORTH BEACH (REMOVAL AND WITHDRAWAL OF ROAD WIDENING LOTS); CONSENT dated November 9, 2017, recorded as Document No. A-65221030. (Not noted on Transfer Certificate(s) of Title referred to herein)


INSTRUMENT : UNILATERAL DECLARATION OF RESTRICTIONS; JOINDER AGREEMENT (North Beach Unit Count and Drainage)

DATED : February 15, 2001 FILED : Land Court Document No. 2683897 RECORDED : Document No. 2001-022448

ASSIGNMENT OF OBLIGATIONS UNDER WMPA SETTLEMENT AGREEMENT AND OTHER AGREEMENTS BY MAUI BEACH RESORT LIMITED PARTNERSHIP (CONDOMINIUM ASSOCIATION), dated September 19, 2017, filed

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as Land Court Document No. T-10123005, recorded as Document Nos. A-64710145A through A-64710145B.

11. Rights, if any, granted to Kaanapali Development Corp., Amfac Hawaii, LLC, and SVO

Pacific, Inc. and their permitted successors and assigns, under that certain unrecorded LICENSE AND RIGHT OF ENTRY AGREEMENT dated May 21, 2002, to access and use the property for the purpose of conducting certain water quality monitoring activities; as contained in letter dated August 5, 2003, to Title Guaranty of Hawaii, Inc.


INSTRUMENT : LIMITED WARRANTY DEED AND RESERVATION OF RIGHTS

DATED : August 5, 2003 FILED : Land Court Document No. 2972192 RECORDED : Document No. 2003-162024

13. The terms and provisions contained in the following: INSTRUMENT : DECLARATION OF RESTRICTIONS (LOT 4 UNIT COUNT) DATED : August 5, 2003 FILED : Land Court Document No. 2972197 RECORDED : Document No. 2003-162030 Said Declaration was amended by instrument dated October 10, 2017, recorded as Document No. A-65220886. (Not noted on Transfer Certificate(s) of Title referred to herein)

14. The terms and provisions contained in the following: INSTRUMENT : UNILATERAL AGREEMENT DATED : June 13, 2005 RECORDED : Document No. 2005-170923 PARTIES : MAUI BEACH RESORT LIMITED PARTNERSHIP, a Delaware

limited partnership authorized to do business in the State of Hawaii, “Declarant”, and the County of Maui, “County”

(Not noted on Transfer Certificate(s) of Title referred to herein) ASSIGNMENT AND ASSUMPTION OF OBLIGATIONS UNDER THE SMA PERMITS, dated September 19, 2017, recorded as Document Nos. A-64710144A through A-64710144B. (Not noted on Transfer Certificate(s) of Title referred to herein)

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ASSIGNMENT OF OBLIGATIONS UNDER SMA PERMIT (CONDOMINIUM ASSOCIATION), dated September 19, 2017, recorded as Document Nos. A-64710147A through A-64710147B. (Not noted on Transfer Certificate(s) of Title referred to herein)

15. The terms and provisions contained in AMENDED AND RESTATED GRANT OF

EASEMENT AND AGREEMENT (ACCESS, ENTRY FEATURE AND LANDSCAPING) dated September 28, 2005, filed as Land Court Document No. 3333451, recorded as Document No. 2005-196560; Said Amended and Restated Grant amends and restates the original Grant dated August 5, 2003, filed as Land Court Document No. 2972193, recorded as Document No. 2003-162025.

ASSIGNMENT OF AMENDED AND RESTATED GRANT OF EASEMENT AND AGREEMENT (ACCESS, ENTRY FEATURE AND LANDSCAPING) BY MAUI BEACH RESORT LIMITED PARTNERSHIP (CONDOMINIUM ASSOCIATION), dated September 19, 2017, recorded as Document Nos. A-64710150A through A-64710150B.

16. The terms and provisions contained in GRANT OF EASEMENT dated September 28,

2005, filed as Land Court Document No. 3333452, recorded as Document No. 2005-196561.

Said Grant was amended by instrument dated February 24, 2017, recorded as Document No. A-62890877. (Not noted on Transfer Certificate(s) of Title referred to herein) ASSIGNMENT OF GRANT OF EASEMENT (PARKING PURPOSES) BY MAUI BEACH RESORT LIMITED PARTNERSHIP (CONDOMINIUM ASSOCIATION), dated September 19, 2017, filed as Land Court Document No. T-10123008, recorded as Document Nos. A-64710149A through A-64710149B. PARTIAL RELEASE AND PARTIAL CANCELLATION OF RIGHTS UNDER GRANT OF EASEMENT (PARKING PURPOSES) AND AMENDMENT TO GRANT OF EASEMENT (PARKING PURPOSES) dated October 10, 2017, recorded as Document No. A-65220888. (Not noted on Transfer Certificate(s) of Title referred to herein)

17. The terms and provisions contained in GRANT OF EASEMENT AND AGREEMENT (FIRE LANE ACCESS PURPOSES) dated September 28, 2005, filed as Land Court Document No. 3333453, recorded as Document No. 2005-196562.

ASSIGNMENT OF GRANT OF EASEMENT AND AGREEMENT (FIRE LANE ACCESS PURPOSES) BY MAUI BEACH RESORT LIMITED PARTNERSHIP (CONDOMINIUM ASSOCIATION), September 19, 2017, filed as Land Court Document No. T-10123010, recorded as Document Nos. A-64710151A through A-64710151B.

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18. GRANT in favor of SVO PACIFIC, INC., a Florida corporation, dated September 28, 2005, filed as Land Court Document No. 3333454, and recorded as Document No. 2005-196563; granting a non-exclusive right and easement for fire lane access purposes.

ASSIGNMENT OF GRANT OF EASEMENT AND AGREEMENT (FIRE LANE ACCESS PURPOSES) BY MAUI BEACH RESORT LIMITED PARTNERSHIP (CONDOMINIUM ASSOCIATION), dated September 19, 2017, filed as Land Court Document No. T-10123010, recorded as Document Nos. A-64710151A through A-64710151B.


INSTRUMENT : DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

DATED : September 28, 2005 FILED : Land Court Document No. 3333455 RECORDED : Document No. 2005-196564

Said Declaration was amended by instrument dated October 10, 2017, recorded as Document No. A-65220887. (Not noted on Transfer Certificate(s) of Title referred to herein)


INSTRUMENT : AMENDED AND RESTATED DECLARATION OF CONDOMINIUM PROPERTY REGIME FOR “HONUA KAI” CONDOMINIUM PROJECT

DATED : October 5, 2006 FILED : Land Court Document No. 3515521 RECORDED : Document No. 2006-211550 MAPS : 1747 filed in the Office of the Assistant Registrar of the Land

Court, and 4093 recorded in the Bureau of Conveyances, and any amendments thereto

The foregoing Restated Declaration restates the original Declaration dated October 12, 2005, filed as Land Court Document No. 3340058 and recorded as Document No. 2005-207370, and any amendments thereto. Said amended and restated Declaration was amended by instruments dated April 20, 2007, filed as Land Court Document No. 3591264, recorded as Document No. 2007-071572, dated August 29, 2008, filed as Land Court Document No. 3786276, recorded as Document No. 2008-139671, dated June 10, 2009, filed as Land Court Document No. 3868536, recorded as Document No. 2009-091288, dated June 16, 2009, filed as

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Land Court Document No. 3871076, recorded as Document No. 2009-095422, dated September 3, 2009, filed as Land Court Document No. 3907356, recorded as Document No. 2009- 158739, dated February 9, 2010 filed as Land Court Document No. 3939586, recorded as Document No. 2010-019644, dated February 13, 2012, filed as Land Court Document No. T-8222341, recorded as Document No. A-45700959, dated ----- (acknowledged July 5, 2012), filed as Land Court Document No. T-8222342, recorded as Document No. A-45700960, dated March 25, 2014, filed as Land Court Document No. T-8852442, recorded as Document No. A-52000755, and dated May 2, 2016, filed as Land Court Document No. T-9639034, recorded as Document No. A-59870375. PARTIAL ASSIGNMENT OF DECLARANT RIGHTS AND ASSUMPTION, dated September 19, 2017, filed as Land Court Document No. T-10123004, recorded as Document Nos. A-64710143A through A-64710143B.


INSTRUMENT : AMENDED AND RESTATED BY-LAWS OF THE HONUA KAI CONDOMINIUM ASSOCIATION, INC.

DATED : October 5, 2006 FILED : Land Court Document No. 3515522 RECORDED : Document No. 2006-211551

The foregoing Restated By-Laws restates the original By-Laws dated October 12, 2005, filed as Land Court Document No. 3340059, recorded as Document No. 2005-207371, and any amendments thereto. Said By-Laws was amended by instruments dated April 20, 2007, filed as Land Court Document No. 3591265, recorded as Document No. 2007-071573, dated August 29, 2008, filed as Land Court Document No. 3786277, recorded as Document No. 2008-139672, and dated September 3, 2009, filed as Land Court Document No. 3907357, recorded as Document No. 2009-158740.


INSTRUMENT : SHORT FORM OF SETTLEMENT AGREEMENT OF FEBRUARY 2, 2005

DATED : June 13, 2005 FILED : Land Court Document No. 3429952 RECORDED : Document No. 2006-093201 The foregoing includes, but is not limited to, matters relating to re-sales of any residential unit in the Project shall be subject to a transfer fee of 0.25% of the sales price payable on transfer of title.

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ASSIGNMENT OF OBLIGATIONS UNDER WMPA SETTLEMENT AGREEMENT AND OTHER AGREEMENTS BY MAUI BEACH RESORT LIMITED PARTNERSHIP (CONDOMINIUM ASSOCIATION), September 19, 2017, filed as Land Court Document No. T-10123005, recorded as Document Nos. A-64710145A through A-64710145B. HONUA KAI PARTIAL ASSIGNMENT OF PERMITS AND SETTLEMENT AGREEMENT, dated September 19, 2017, filed as Land Court Document No. T-10123006, recorded as Document Nos. A-64710146A through A-64710146B.

23. The terms and provisions contained in GRANT OF EASEMENT AND AGREEMENT

REGARDING EXPANSION OF RETENTION BASINS AND ALLOCATION OF RETENTION CAPACITY (NORTH BEACH LOT 4 - MAUKA RETENTION BASINS) dated November 30, 2006, filed as Land Court Document No. 3522688, recorded as Document No. 2006-222394.

Said Grant and Agreement was amended by instrument dated December 1, 2011, effective December 28, 2011, filed as Land Court Document No. T-8031223, recorded as Document Nos. A-43790630A through A-43790630B. ASSIGNMENT OF OBLIGATION UNDER WMPA SETTLEMENT AGREEMENT AND OTHER AGREEMENTS BY MAUI BEACH RESORT LIMITED PARTNERSHIP (CONDOMINIUM ASSOCIATION), dated September 19, 2017, filed as Land Court Document No. T-10123005, recorded as Document Nos. A-64710145A through A-64710145B.

24. -AS TO PARCEL THIRD:-

The terms and provisions contained in the following: INSTRUMENT : UNILATERAL AGREEMENT AND DECLARATION FOR

CONDITIONAL ZONING DATED : July 28, 2008 RECORDED : Document No. 2008-129576 PARTIES : MAUI BEACH RESORT LIMITED PARTNERSHIP, a Delaware

limited partnership, “MBRLP”, and CHARLES JAMES NUNES, JR., Trustee under that certain revocable trust of Charles James Nunes, Jr., dated March 12, 1989 and ANGELA MARIE NUNES, Trustee under that certain unrecorded revocable trust of Angela Marie Nunes dated March 12, 1989, “Nunes”, collectively referred to as “Declarant”

(Not noted on Transfer Certificate(s) of Title referred to herein)

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25. GRANT in favor of THE GAS COMPANY, LLC, a Hawaii limited liability company, dated January 9, 2009, filed as Land Court Document No. 3847306; granting a nonexclusive right and easement for utility gas service purposes, over across, through and under the “Easement Area”, being more particularly described in Exhibit “A” attached thereto.

ASSIGNMENT OF GRANT OF EASEMENT BY MAUI BEACH RESORT LIMITED PARTNERSHIP (CONDOMINIUM ASSOCIATION), dated September 19, 2017, filed as Land Court Document No. T-10123007, recorded as Document Nos. A-64710148A through A-64710148B.

26. The terms and provisions contained in AMENDED AND RESTATED GRANT OF

WATERLINE EASEMENT dated October 4, 2010, but effective as of May 20, 2009, filed as Land Court Document No. 4006856, recorded as Document No. 2010-152129; Said Amended and Restated Grant amends and restates the original Grant dated May 20, 2009, filed as Land Court Document No. 3861460, recorded as Document No. 2009-079589.

27. The terms and provisions contained in GRANT OF EASEMENT dated August 18, 2009,

filed as Land Court Document No. 3891990, recorded as Document No. 2009-131345. 28. -AS TO PARCELS FIRST (LOT 104), SECOND (LOT 10-B-2-A) AND THIRD:-

The terms and provisions contained in the following: INSTRUMENT : UNILATERAL DECLARATION DATED : August 6, 2009 RECORDED : Document No. 2009-180934 PARTIES : MAUI BEACH RESORT LIMITED PARTNERSHIP, “Declarant” (Not noted on Transfer Certificate(s) of Title referred to herein)


INSTRUMENT : UNILATERAL AGREEMENT DATED : May 25, 2010 FILED : Land Court Document No. 4030723 PARTIES : MAUI BEACH RESORT LIMITED PARTNERSHIP, a Delaware

limited partnership authorized to do business in the State of Hawaii, “Declarant”

Said Agreement was re-recorded as Document No. 2010-198720.

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30. GRANT OF NONEXCLUSIVE EASEMENT (WATERLINE) dated September 8, 2016, made by and between KAANAPALI LAND MANAGEMENT CORP., a Hawaii corporation, “Grantor” and HAWAII WATER SERVICE COMPANY, INC., a Hawaii corporation, “Grantee”, recorded as Document No. A-60950696.

Said above Grant was filed as Land Court Document No. T-9874523. (No joinder by MAUI BEACH RESORT LIMITED PARTNERSHIP.) 31. GRANT

TO : MAUI ELECTRIC COMPANY, LIMITED, a Hawaii corporation DATED : February 6, 2017 FILED : Land Court Document No. T-9928163 RECORDED : Document No. A-62760737 GRANTING : right and easement for utility purposes ASSIGNMENT OF UTILITY EASEMENT BY MAUI BEACH RESORT LIMITED PARTNERSHIP (CONDOMINIUM ASSOCIATION), dated September 19, 2017, filed as Land Court Document No. T-10123011, recorded as Document Nos. A-64710152A through A-64710152B.

32. Discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other

matters which a correct survey or archaeological study would disclose. 33. Claims arising out of customary and traditional rights and practices, including without

limitation those exercised for subsistence, cultural, religious, access or gathering purposes, as provided for in the Hawaii Constitution or the Hawaii Revised Statutes.


INSTRUMENT : HONUA KAI CONDOMINIUM DEED WITH RESERVATIONS AND COVENANTS

DATED : September 19, 2017 FILED : Land Court Document No. T-10123003 RECORDED : Document No. A-64710142

35. SPECIAL MANAGEMENT AREA USE PERMIT AND STEP 2 PLANNED

DEVELOPMENT APPLICATION FOR THE PROPOSED HONUA KAI RESORT, NORTH BEACH PARK AND RELATED IMPROVEMENTS (SM1 2004/0017)(PD2 2004/0005) dated February 25, 2005, as amended by instrument dated January 16, 2014, as referenced in and assigned by ASSIGNMENT AND ASSUMPTION OF OBLIGATIONS UNDER THE SMA PERMITS, dated September 19, 2017, recorded as Document Nos. A-64710144A through A-64710144B, and ASSIGNMENT OF

{00299668.6} 29

OBLIGATIONS UNDER SMA PERMIT (CONDOMINIUM ASSOCIATION), dated September 19, 2017, recorded as Document Nos. A-64710147A through A-64710147B. (Not noted on Transfer Certificate(s) of Title referred to herein)


INSTRUMENT : HOLD-HARMLESS AGREEMENT DATED : September 15, 2017 RECORDED : Document No. A-64770916 PARTIES : COUNTY OF MAUI, “COUNTY”, and MAUI BEACH RESORT

LIMITED PARTNERSHIP, a Delaware limited partnership, “DEVELOPER”, and CHARLES JAMES NUNES, JR., Trustee under that certain unrecorded Revocable Trust of Charles James Nunes, Jr. dated March 12, 1989, and ANGELA MARIE NUNES, Trustee under that certain unrecorded Revocable Trust of Angela Marie Nunes dated March 12, 1989, “OWNER”

(Not noted on Transfer Certificate(s) of Title referred to herein)

37. Any lien (or claim of lien) for services, labor or material arising from an improvement or

work related to the land described above.

END OF EXHIBIT A