Common use of Security for Loan Clause in Contracts

Security for Loan. The Loan, the Note and the payment of all interest and fees under this Loan Agreement shall be secured by: (a) A first priority perfected mortgage lien encumbering Borrower’s fee simple interest in the Land and the Project, in the amount of Twelve Million United States Dollars (US$12,000,000); (b) A first priority perfected lien on the personal property and fixtures located on the Project, granted by the Mortgage and evidenced by the Mortgage and UCC-1 Financing Statements; (c) A first “all assets” security agreement encumbering all of the personal and real property of the Borrower, including, without limitation, goods, chattel paper, documents, accounts, intangibles, securities, monies, books and records and all replacements of, substitutions for and increases, additions and accessories to the foregoing and proceeds thereof, present and future in the form attached hereto as Exhibit Q and made a part hereof; (d) A security agreement to secure Guarantor’s obligations to Lender under the Guaranty, the Completion Guaranty and the Environmental Indemnity Agreement, encumbering all personal property of the Guarantor, including, without limitation, goods, chattel paper, documents, accounts, intangibles, securities, monies, books and records and all replacements of, substitutions for and increases, additions and accessories to the foregoing and proceeds thereof, present and future in the form attached hereto as Exhibit R and made a part hereof (e) An acknowledgment of the status and terms of any contracts affecting or with respect to the Project or Land including, without limitation, any pertaining to ownership, insurance, shared facilities, passageway agreements or other similar matters specifically, but without limitation, confirming the good standing of such contracts and the rights of the Lender under its security; (f) An assignment of the Plans and Specifications, the Construction Agreement, as evidenced by the Assignment of Construction Agreement attached hereto as Exhibit C, and the Architect’s Agreement, as evidenced by the Assignment of Architect’s Agreement attached hereto as Exhibit D, and UCC-1 Financing Statements; (g) An assignment of all sales agreements and escrow deposits relating to all Units in the Improvements, as evidenced by the Assignment of Sales Contracts and Proceeds in the form attached hereto as Exhibit O; (h) An assignment of all insurance policies with respect to the Project and the Land, together with all proceeds and benefits therefrom; (i) If deemed necessary by Lender, written confirmation that neither Borrower or Guarantor has sought nor caused the repayment of any loans, indebtedness, distributions of income and/or capital owing or due by Borrower or its affiliates to any stockholders of Aina Le`a, Inc., or any trustees and beneficiaries of Aina Le`a Land Trust No. 1 prior to full repayment of the Loan; (j) A first ranking pledge of all issued shares of stock which are beneficially owned by Guarantor (and any other options or securities or that have share conversion privileges) in Aina Le`a, Inc., in the form of the Stock Pledge Agreement attached hereto as Exhibit S; (k) If deemed necessary by Lender, a Subordination and Standstill Agreement to be executed by any lien or similar interest holder affecting the Land or the Project, provided that Borrower has first obtained the written consent of Lender to such lien or the placement of such interest; (l) The Collateral Account Agreement, attached hereto as Exhibit F; (m) The Completion Guaranty, attached hereto as Exhibit G; (n) The Environmental Indemnity Agreement, attached hereto as Exhibit H; (o) The Guaranty, attached hereto as Exhibit I; and (p) An assignment of all other major contracts connected with the construction and operation of the Improvements and such other security interests and loan documentation of whatever kind as may be reasonably requested by Lender with respect to the Project, as evidenced by the appropriate security agreement and UCC-1

Security for Loan. The Loan, security for the Note and the payment of all interest and fees under this Loan Agreement shall be secured bythe following: a. An absolute assignment in favor of Lender of sixty-seven percent (a67%) A first priority perfected of the right and interest of Kaupulehu Developments, a Hawaii general partnership (“KD”), in and to those certain percentage payments to be paid by WB KD Acquisition LLC to KD (each, an “Increment 1 Percentage Payment”) pursuant to the terms of that certain Purchase and Sale Agreement by and between KD and WB KD Acquisition LLC dated February 13, 2004 (“Increment 1 PSA”). b. An absolute assignment in favor of Lender of sixty-seven percent (67%) of KD’s right and interest in and to those certain percentage payments to be paid by WB KD Acquisition II LLC to KD (each, an “Increment 2 Percentage Payment”) pursuant to the terms of that certain Amended and Restated Agreement as to ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇ KD Acquisition LLC and WB KD Acquisition II LLC dated May 27, 2009 (the “Increment 2 PSA”). c. The Mortgage, Security Agreement, Assignment of Leases and Rents, Fixture Filing, and Financing Statement of even date herewith made by Kaupulehu 2007, LLLP, a Hawaii limited liability limited company (“Accommodation Obligor”) in favor of Lender (the “Accommodation Mortgage”) granting a second mortgage lien encumbering Borrower’s fee simple interest (subject only to the first mortgage lien in the Land and the Project, in the amount of Twelve Million United States Dollars (US$12,000,000); (b) A first priority perfected lien on the personal property and fixtures located on the Project, granted by the Mortgage and evidenced by the Mortgage and UCC-1 Financing Statements; (c) A first “all assets” security agreement encumbering all favor of the personal and Lender) encumbering three (3) lots of real property of the Borrowerlocated at Kaupulehu, includingHawaii (bearing Tax Map Key Nos. (3) 7-2-031: 022, without limitation026 and 028), goods, chattel paper, documents, accounts, intangibles, securities, monies, books and records and all replacements of, substitutions for and increases, additions and accessories to the foregoing and proceeds thereof, present and future more particularly described in the form Exhibit “A” attached hereto as Exhibit Q and made a part hereof; (d) A security agreement to secure Guarantor’s obligations to Lender under the Guaranty, the Completion Guaranty and the Environmental Indemnity Agreement, encumbering all personal property of the Guarantor, including, without limitation, goods, chattel paper, documents, accounts, intangibles, securities, monies, books and records and all replacements of, substitutions for and increases, additions and accessories to the foregoing and proceeds thereof, present and future in the form attached hereto as Exhibit R and made a part hereof (e) An acknowledgment of the status and terms of any contracts affecting or with respect to the Project or Land including, without limitation, any pertaining to ownership, insurance, shared facilities, passageway agreements or other similar matters specifically, but without limitation, confirming the good standing of . The term “Property” shall mean such contracts and the rights of the Lender under its security; (f) An assignment of the Plans and Specifications, the Construction Agreement, as evidenced by the Assignment of Construction Agreement attached hereto as Exhibit C, and the Architect’s Agreement, as evidenced by the Assignment of Architect’s Agreement attached hereto as Exhibit D, and UCC-1 Financing Statements; (g) An assignment of all sales agreements and escrow deposits relating to all Units in the Improvements, as evidenced by the Assignment of Sales Contracts and Proceeds in the form attached hereto as Exhibit O; (h) An assignment of all insurance policies with respect to the Project and the Landreal property, together with all proceeds buildings, structures and benefits therefrom; other improvements now or hereafter located thereon (ithe “Improvements”), and the personal property described in the Accommodation Mortgage and the other Loan Documents (as defined below) If deemed necessary by Lender, written confirmation that neither Borrower or Guarantor has sought nor caused (the repayment of any loans, indebtedness, distributions of income and/or capital owing or due by Borrower or its affiliates to any stockholders of Aina Le`a, Inc., or any trustees and beneficiaries of Aina Le`a Land Trust No“Personalty”). 1 prior to full repayment One (1) of the Loan; three (j3) A first ranking pledge lots comprising the Property is improved with a residential house (the “House Lot”), and the remaining two (2) lots are finished for future construction of all issued shares of stock which are beneficially owned by Guarantor a house thereon (and any other options or securities or that have share conversion privileges) in Aina Le`a, Inc., in the form of the Stock Pledge Agreement attached hereto as Exhibit S; (k) If deemed necessary by Lender, a Subordination and Standstill Agreement to be executed by any lien or similar interest holder affecting the Land or the Project, provided that Borrower has first obtained the written consent of Lender to such lien or the placement of such interest; (l) The Collateral Account Agreement, attached hereto as Exhibit F; (m) The Completion Guaranty, attached hereto as Exhibit G; (n) The Environmental Indemnity Agreement, attached hereto as Exhibit H; (o) The Guaranty, attached hereto as Exhibit I; and (p) An assignment of all other major contracts connected with the construction and operation of the Improvements and such other security interests and loan documentation of whatever kind as may be reasonably requested by Lender with respect to the Project, as evidenced by the appropriate security agreement and UCC-1“Finished Lots”).

Security for Loan. The Loan, Repayment of the Note and the payment of all interest and fees under this Loan Agreement shall be secured by: (a) A first priority perfected mortgage lien encumbering Borrower’s fee simple interest in The Assignment, which Borrower hereby expressly acknowledges and agrees applies to the Land and the Project, in the entire amount of Twelve Million United States Dollars the Obligation (US$12,000,000)as defined below in Section 1.6) set forth in this Note; (b) A first priority perfected lien on The Guaranty, which Borrower hereby expressly acknowledges and agrees applies to the personal property and fixtures located on entire amount of the Project, granted by the Mortgage and evidenced by the Mortgage and UCC-1 Financing StatementsObligation set forth in this Note; (c) A first “all assets” priority lien and security agreement encumbering interest in all of Borrower’s collateral (the personal and real property of the Borrower“Collateral”), including, without limitation, goods, chattel paper, documents, accounts, intangibles, securities, monies, books and records and all replacements of, substitutions for and increases, additions and accessories subject to the foregoing terms and proceeds thereof, present conditions of a Pledge and future Security Agreement among Borrower and the Holder in substantially the form attached hereto as Exhibit Q A (the “Security Agreement”), which shall be fully executed and made a part hereofdelivered to the parties hereto on or prior to the Closing Date; (d) A security agreement to secure Guarantor’s obligations to Lender under the Guaranty, the Completion Guaranty and the Environmental Indemnity Agreement, encumbering all personal property Upstream guarantees of the Guarantor, including, without limitation, goods, chattel paper, documents, accounts, intangibles, securities, monies, books and records and Obligation by all replacements of, substitutions for and increases, additions and accessories to of the foregoing and proceeds thereof, present and future Company Subsidiaries (as defined in Section 4.3 below) other than the Borrower in substantially the form attached hereto as Exhibit R A to the Security Agreement (the “Upstream Guarantees”), which shall be fully executed and made a part hereofdelivered to the parties hereto on or prior to the Closing Date; (e) An acknowledgment Subject to Section 2.4 of this Note, a first priority position or call right for an amount equal to the then-outstanding principal balance of and accrued interest on this Note on any draw-downs by Borrower, Parent or any of the status Company Subsidiaries on the first $20,000,000 in an Equity Line of Credit (“GEM Reimbursement Rights”) from Global Emerging Markets (“GEM”) evidenced in the Common Stock Purchase Agreement dated July 11, 2013 between GEM and terms Parent (the “GEM Equity Line of any contracts affecting or with respect to the Project or Land including, without limitation, any pertaining to ownership, insurance, shared facilities, passageway agreements or other similar matters specifically, but without limitation, confirming the good standing of such contracts and the rights of the Lender under its securityCredit”); (f) An assignment Subject to Section 2.4 of this Note, a first priority position or call right for an amount equal to the then-outstanding principal balance of and accrued interest on this Note from any ACES reimbursement funds or other proceeds Parent, Borrower or any of the Plans Company Subsidiaries may receive at any time (the “Buccaneer Reimbursement Right”) pursuant to the Second Amended and SpecificationsRestated C▇▇▇ Inlet Participation Agreement (the “Participation Agreement”) dated October 17, the Construction Agreement2▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as evidenced by the Assignment of Construction Agreement attached hereto as Exhibit C▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC (“Buccaneer”) and the Architect’s AgreementBuccaneer Alaska Operations, as evidenced by the Assignment of Architect’s Agreement attached hereto as Exhibit D, and UCC-1 Financing Statements;LLC; and (g) An assignment From and after November 6, 2013, Parent and the Company Subsidiaries shall be entitled to receive all proceeds from any kind of all sales agreements and escrow deposits relating to all Units in the Improvementstransaction, as evidenced by the Assignment of Sales Contracts and Proceeds in the form attached hereto as Exhibit O; (h) An assignment of all insurance policies with respect including but not limited to the Project sale of debt, stock or other equity, a joint venture, or sale-and-leaseback, pursuant to which Parent, Borrower and the LandCompany Subsidiaries receive an aggregate of Ten Million and 00/100 Dollars ($10,000,000.00) or more in financing. Thereafter, together with all Thereafter, commencing on the date that Parent, Company and the Subsidiaries have received an aggregate of Ten Million and 00/100 Dollars ($10,000,000.00) pursuant to the foregoing sentence, and subject to Section 2.4 of this Note, Holder shall have the following first priority refinancing right for an amount equal to the then-outstanding principal balance of and accrued interest on the Note from any proceeds and benefits therefrom; Parent, Borrower or a Company Subsidiary receives from any kind of transaction, including but not limited to the sale of debt, stock or other equity, a joint venture, or sale-and-leaseback (such proceeds, “Financing Funds”) until such time as the Note has been repaid in full: (i) If deemed necessary by Lenderfor any Financing Funds obtained pursuant to a pure debt transaction not involving any equity, written confirmation that neither Borrower or Guarantor has sought nor caused all such Financing Funds must be immediately offered in writing as prepayment of the repayment of any loans, indebtedness, distributions of income and/or capital owing or due by Borrower or its affiliates Note; and (ii) for all other Financing Funds obtained pursuant to any stockholders other kind of Aina Le`adebt transaction, Inc., or any trustees and beneficiaries of Aina Le`a Land Trust No. 1 prior to full repayment such Financing Funds must be immediately offered as prepayment of the Loan; Note if, and only if, the aggregate amount of Financing Funds received in such transaction equals or exceeds Two Million Five Hundred Thousand and 00/100 Dollars (j) A first ranking pledge of all issued shares of stock which are beneficially owned by Guarantor (and any other options or securities or that have share conversion privileges) in Aina Le`a, Inc., in the form of the Stock Pledge Agreement attached hereto as Exhibit S; (k) If deemed necessary by Lender, a Subordination and Standstill Agreement to be executed by any lien or similar interest holder affecting the Land or the Project, provided that Borrower has first obtained the written consent of Lender to such lien or the placement of such interest; (l) The Collateral Account Agreement, attached hereto as Exhibit F; (m) The Completion Guaranty, attached hereto as Exhibit G; (n) The Environmental Indemnity Agreement, attached hereto as Exhibit H; (o) The Guaranty, attached hereto as Exhibit I; and (p) An assignment of all other major contracts connected with the construction and operation of the Improvements and such other security interests and loan documentation of whatever kind as may be reasonably requested by Lender with respect to the Project, as evidenced by the appropriate security agreement and UCC-1$2,500,000.00).