Return
                  by Mail ( ) Pickup ( ) To:

                Bank
                  of Hawaii

                Corporate
                  Hawaii Commercial Banking Center

                P.O.
                  Box 2900

                Honolulu,
                  Hawaii 96846-6000

                Attn:
                  Mr. Luke Yeh, Senior Vice President and Manager

                Total
                  No. of Pages:

              


      

      TMK
        Nos.
        (1) 9-1-075:009 

    

     

    REAL
      PROPERTY MORTGAGE; SECURITY AGREEMENT;

    ASSIGNMENT
      OF RENTS; FIXTURE FILING AND FINANCING STATEMENT

    


    THIS
      REAL
      PROPERTY MORTGAGE; SECURITY AGREEMENT; ASSIGNMENT OF RENTS; FIXTURE FILING;
      AND
      FINANCING STATEMENT (this “Mortgage”)
      is
      made on July
      25 2008,
      by
HOKU
      SCIENTIFIC, INC.,
      a
      Delaware corporation, whose address is 1075 Opakapaka Street, Kapolei, Hawaii
      96707 (hereinafter called the “Mortgagor”),
      and
BANK
      OF HAWAII,
      a
      Hawaii corporation, with post office address at P.O. Box 2900, Honolulu, Hawaii
      96846 (hereinafter called the “Mortgagee”),

     

    WITNESSETH
      THAT:

     

    To
      secure
      the repayment by the Mortgagor to the Mortgagee of an indebtedness not to exceed
      the principal amount of THREE MILLION FOUR HUNDRED EIGHTY THOUSAND AND NO/100
      DOLLARS ($3,480,000.00), together with interest thereon, in accordance with
      the
      terms and provisions of that that certain Credit Agreement dated as of
July
      25 ,
      2008
      (the “Credit
      Agreement”),
      entered into by and between the Mortgagee and the Mortgagor, the terms and
      provisions of such Credit Agreement being incorporated herein by reference,
      being secured hereby (said indebtedness and interest due under the Credit
      Agreement and all other sums due hereunder and under the Security Documents
      (defined below) being hereinafter collectively referred to as the “Debt”);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    AND
      ALSO
      to secure the observance and performance by the Mortgagor of all covenants,
      conditions and agreements required to be observed and performed by the Mortgagor
      under this Mortgage and under any other instruments or agreements executed
      by
      the Mortgagor concurrently herewith or otherwise in connection with the Debt,
      including, but not limited to, the payment by the Mortgagor to the Mortgagee
      of
      all sums expended or advanced by the Mortgagee pursuant to any provision of
      this
      Mortgage or any such other instrument or agreement (the Credit Agreement, this
      Mortgage, and all other instruments and agreements executed in connection with
      the Debt being hereinafter called the “Security
      Documents”);

     

    AND
      ALSO
      to secure the full and faithful performance by the Mortgagor of all the terms,
      covenants and conditions required to be observed and performed by the Mortgagor
      under the Credit Agreement;

     

    AND
      ALSO
      to secure the payment by the Mortgagor to the Mortgagee of all other sums now
      or
      hereafter loaned or advanced by the Mortgagee to the Mortgagor, expended by
      the
      Mortgagee for the account of the Mortgagor, or otherwise owing by the Mortgagor
      to the Mortgagee on any and every account whatsoever in connection with the
      Debt;

     

    THE
      MORTGAGOR DOES HEREBY grant, bargain, sell, assign and convey unto the
      Mortgagee, its successors and assigns, all of that certain property described
      in
Exhibit
      “A”
      attached
      hereto and made a part hereof, subject to the encumbrances (the “Encumbrances”),
      if
      any, set forth in such Exhibit.

     

    TOGETHER
      WITH all buildings and improvements now located on the real property described
      above and any and all buildings, improvements and building materials that may
      be
      hereafter placed thereon during the existence of this Mortgage and all rents,
      royalties, profits, revenues, income and other benefits arising from the use
      or
      enjoyment of all or any portion of the above-described property or any contract
      pertaining to the use or enjoyment thereof;

     

    ALSO
      TOGETHER with all furniture, furnishings, machinery, appliances, apparatus,
      fittings, fixtures and articles of personal property of every kind and nature
      whatsoever, other than consumable goods, now or hereafter located in or upon
      such real property or any part thereof or wherever located that are used in
      connection with the normal operation of the building (hereinafter called
“Fixtures”)
      and
      now owned or hereafter acquired by the Mortgagor, including all of the right,
      title and interest of the Mortgagor in and to any Fixtures which may be subject
      to any retail installment contract, conditional sale contract or security
      agreement superior in lien to the lien of this Mortgage, it being understood
      and
      agreed that all of the Fixtures is part and parcel of the improvements on such
      real property and appropriated to the use thereof, and whether affixed or
      annexed or not, shall for the purpose of this Mortgage be deemed conclusively
      to
      be conveyed hereby, the Mortgagor agreeing to execute and deliver, from time
      to
      time, such further instruments as may be requested by the Mortgagee to confirm
      the lien of this Mortgage on the Fixtures;

     

    
      
        
        

      

      
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    ALSO
      TOGETHER with any and all awards or payments, including interest thereon, and
      the right to receive the same, which may be made with respect to such real
      property and improvements as a result of (a) the exercise of the right of
      eminent domain, (b) the alteration of the grade of any street, or (c) any other
      injury to or decrease in the value of such real property and improvements to
      the
      extent of all amounts which may be secured by this Mortgage at the date of
      receipt of any such award or payment by the Mortgagee, and of the reasonable
      counsel fees, costs and disbursements incurred by the Mortgagee in connection
      with the collection of such award or payment, the Mortgagor agreeing to execute
      and deliver, from time to time, such further instruments as may be required
      by
      the Mortgagee to confirm such assignment to the Mortgagee of any such award
      or
      payment;

     

    ALSO
      TOGETHER with all right, title and interest of the Mortgagor in and to (1)
      all
      leases, partial assignments, subleases and other contracts of conveyance
      covering all or any portion of such real property or the Fixtures, and any
      and
      all modifications and extensions thereof; (2) all binders or policies of
      insurance of any kind covering all or any portion of such real property or
      the
      Fixtures, and any riders, amendments, extensions, renewals, supplements or
      revisions thereof; (3) any and all accounts (as defined in Chapter 490, Hawaii
      Revised Statutes) which may in any way pertain to the business of the Mortgagor;
      and (4) any and all general intangibles (as defined in Chapter 490, Hawaii
      Revised Statutes) including contracts, permits, licenses, certificates,
      authorizations, refunds, rebates, security deposits, trademarks and tradenames,
      which may in any way pertain to the business of the Mortgagor (the items of
      collateral described in this paragraph being hereinafter called the
“Collateral”);

     

    TO
      HAVE
      AND TO HOLD the above-described real property, Fixtures, Collateral, awards,
      payments and other property together with all rights, privileges and
      appurtenances thereto belonging (all of such property being hereinafter referred
      to as the “Mortgaged
      Property”)
      unto
      the Mortgagee, absolutely and forever; SUBJECT, HOWEVER, to the
      Encumbrances.

     

    UPON
      CONDITION that if the Mortgagor shall well and truly pay to the Mortgagee the
      full amount of the Debt in accordance with the terms and provisions of the
      Credit Agreement, and if the Mortgagor shall discharge any and all obligations
      that now or hereafter may be or become owing, directly or contingently, by
      the
      Mortgagor to the Mortgagee on any and every account, whether or not the same
      are
      mature, of which obligations the books of the Mortgagee shall be prima facie
      evidence, and if the Mortgagor shall observe and perform all of the covenants,
      conditions and agreements to be observed and performed by the Mortgagor in
      this
      Mortgage and the other Security Documents, and if the Mortgagor shall pay the
      costs of release, then these presents shall be void, and that, subject to the
      terms hereof, until the happening of an Event of Default, as hereinafter
      defined, the Mortgagor shall be permitted to use and possess the Mortgaged
      Property and to use and receive the rents, issues, profits, revenues and other
      income thereof;

     

    BUT,
      if
      any one or more of the following events (“Events
      of Default”)
      shall
      occur:

     

    (a) Default
      shall be made by the Mortgagor in the payment of Debt as and when due under
      the
      Credit Agreement or any other obligation secured hereby; or

     

    
      
        
        

      

      
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    (b) Default
      shall be made by the Mortgagor in the due and punctual observance or performance
      of any other covenant, agreement, obligation or condition required to be
      observed or performed by the Mortgagor under this Mortgage or the Credit
      Agreement or any of the other Security Documents within thirty (30) days after
      the Mortgagee or any other person notifies the Mortgagor, or the Mortgagor
      acquires knowledge of such default; provided,
      however,
      that if
      such default is susceptible of being cured but such cure cannot be accomplished
      with reasonable diligence within said period of time, and if the Mortgagor
      commences to cure such default promptly and thereafter continuously prosecutes
      the curing of such default with reasonable diligence, such period of time shall
      be extended for such period of time as may be necessary to cure such default
      with reasonable diligence, but not to exceed an additional thirty (30) days;
      or

     

    (c) The
      Mortgagor shall become insolvent or shall be voluntarily or involuntarily
      dissolved or shall admit in writing the Mortgagor’s inability to meet the
      Mortgagor’s debts as they become due, or the Mortgagor shall file a voluntary
      petition in bankruptcy, or make an assignment for the benefit of creditors,
      or
      consent to the appointment of a receiver or trustee for all or a substantial
      part of the Mortgagor’s properties, or file a petition, answer or other
      instrument seeking or acquiescing to the arrangement of the Mortgagor’s debts,
      or other relief under the federal bankruptcy laws or any other applicable law
      for the relief of debtors of the United States of America or any state or
      territory thereof; or

     

    (d) A
      decree
      or order of a court having jurisdiction in the premises shall be entered (i)
      adjudging the Mortgagor to be bankrupt or insolvent, or (ii) appointing a
      receiver or trustee or assignee in bankruptcy or insolvency of the Mortgagor
      or
      the Mortgagor’s properties, or (iii) directing the winding up or liquidation of
      the Mortgagor’s affairs; or

     

    (e) Any
      representation or warranty made by the Mortgagor herein or otherwise in
      connection with the Debt shall be untrue in any material respect;

     

    THEN,
      AND IN ANY SUCH EVENT:

     

    (A) The
      Mortgagee may, without notice, presentment or demand, declare the entire unpaid
      amount of the Debt and any interest thereon accrued and unpaid to be immediately
      due and payable, and such amount and interest shall thereupon become and be
      immediately due and payable, and shall thereafter bear interest until fully
      paid
      at the maximum rate provided by law to be paid in the event of such
      default;

     

    (B) The
      Mortgagor, upon demand of the Mortgagee, shall forthwith surrender to the
      Mortgagee the actual possession of the Mortgaged Property and, to the extent
      permitted by law, the Mortgagee itself or such officers or agents as it may
      appoint: (i) may enter and take possession of the Mortgaged Property, together
      with the books, papers and accounts of the Mortgagor relating thereto; (ii)
      may
      exclude the Mortgagor, and the Mortgagor’s agents and servants therefrom; (iii)
      may hold, operate and manage the same and from time to time make all needful
      repairs and such alterations, additions, advances and improvements as the
      Mortgagee shall deem appropriate; and (iv) may receive tolls, rents, revenues,
      issues, income, product and profits thereof and out of the same may pay all
      proper costs and expenses of so taking, holding and managing the same, including
      reasonable compensation to the Mortgagee’s agents, attorneys and counsel, and
      any taxes and assessments and other prior to the lien and security interest
      of
      this Mortgage, which the Mortgagee shall deem necessary or desirable to pay,
      and
      all expenses of such repairs, alterations, additions and improvements, and
      other
      disbursements made by the Mortgagee pursuant to the terms hereof, and may apply
      the remainder of the monies so received by the Mortgagee to the payment of
      any
      sums secured hereby, including but not limited to, the unpaid amount of, and
      interest on, the Debt;

     

    
      
        
        

      

      
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    (C) The
      Mortgagee may, to the extent permitted by law, with or without first taking
      possession, sell the Mortgaged Property, in whole or, to the extent permitted
      by
      law, in part, at public auction in the State of Hawaii, or at such place as
      may
      be required by law, having first given notice of such sale by publication as
      may
      be required by law, and may adjourn such sale from time to time by announcement
      at the time and place appointed for such sale or adjourned sale, and upon such
      sale, the Mortgagee may make and deliver to any purchaser a good and sufficient
      deed, conveyance, or bill of sale, and good and sufficient receipts for the
      purchase money, and do and perform all other acts as may be necessary fully
      to
      carry into effect this power of sale;

     

    (D) The
      Mortgagee may, either with or without first taking possession, proceed by action
      or actions at law or in equity, or by any other appropriate remedy, to enforce
      payment of the Debt or performance of any other obligation secured hereby,
      and
      to foreclose this Mortgage, and to sell, in whole, or to the extent permitted
      by
      law, in part, the Mortgaged Property under the judgment or decree of a court
      or
      courts of competent jurisdiction;

     

    (E) Upon
      the
      institution of judicial proceedings to enforce its rights hereunder, the
      Mortgagee, to the extent permitted by law, shall be entitled as a matter of
      right to the ex parte appointment (without bond) of a receiver or receivers
      of
      the Mortgaged Property, and of the tolls, rents, revenues, issues, income,
      product and profits thereof, pending such proceedings, with such powers as
      the
      court making such appointment shall confer; and

     

    (F) The
      Mortgagee shall have the right to enforce one or more remedies hereunder, or
      any
      other remedy the Mortgagee may have under the other Security Documents,
      successively or concurrently, including, but not limited to, the right to
      foreclose this Mortgage with respect to any portion of the Mortgaged Property,
      if the operation of the remaining portion thereof is not thereby rendered
      unlawful under the then applicable laws, rules and regulations of the
      governmental authorities having jurisdiction in the premises, without thereby
      impairing the lien of this Mortgage on the remainder of the Mortgaged Property
      or affecting the remedies of the Mortgagee available with respect thereto.
      

     

    Upon
      any
      sale, either under the power of sale hereby given or under judgment or decree
      in
      any judicial proceedings for foreclosure, or otherwise for enforcement of this
      Mortgage, the unpaid amount of the Debt, the unpaid interest thereon, and all
      other obligations hereby secured, if not previously due, shall at once become
      and be immediately due and payable. 

     

    Upon
      any
      such sale, the Mortgagee may bid for and purchase the Mortgaged Property or
      any
      part thereof, and, upon compliance with the terms of sale, may hold, retain
      and
      possess and dispose of such property in its absolute right without further
      accountability, and the Mortgagee, at any such sale may, if permitted by law,
      after allowing for the proportion of the total purchase price required to be
      paid in cash for the costs and expenses of the sale, commissioner’s compensation
      and other charges, in paying purchase money, turn in any document or instrument
      evidencing the Debt, including interest thereon, in lieu of cash, up to the
      amount which shall, upon distribution of the net proceeds of such sale, be
      payable thereon. The Mortgagee shall be permitted to bid at any public auction
      held to sell the Mortgaged Property without payment of a deposit or down payment
      of any kind. The Mortgagee shall not be required at confirmation of any public
      auction sale to extend credit or financing of any kind to the Mortgagor or
      any
      other party that may acquire the Mortgaged Property. 

     

    
      
        
        

      

      
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    The
      Mortgagee may apply the proceeds of any such sale, first, to the costs and
      expenses of such sale and all proceedings in connection therewith, including,
      but not limited to, counsel fees; next, to the payment of amounts due and owing
      under any mortgage or other security agreement with a lien which has priority
      over this Mortgage; next, to the payment of any unreimbursed disbursements
      made
      by the Mortgagee for taxes or assessments or other charges prior to the lien
      of
      this Mortgage; next, to the payment of all other unreimbursed disbursements
      and
      expenses and unpaid charges and fees due and owing to the Mortgagee under the
      provisions of this Mortgage or any of the other Security Documents; and next,
      to
      the payment of the unpaid amount of the Debt and all other obligations of the
      Mortgagor to the Mortgagee, in such order as the Mortgagee shall determine;
      and
      the remainder, if any, shall be paid over to the Mortgagor. If such proceeds
      shall be insufficient to discharge the entire indebtedness under the Security
      Documents, the Mortgagee may have any other legal recourse against the Mortgagor
      for the deficiency. 

     

    Subject
      to the rights of the mortgagee or the secured party under any mortgage or
      security agreement with a lien which has priority over this Mortgage, any such
      sale shall, to the extent permitted by law, be a perpetual bar, both at law
      and
      in equity, against the Mortgagor and all persons and corporations lawfully
      claiming by or through or under the Mortgagor; and the Mortgagee is hereby
      irrevocably appointed the true and lawful attorney of the Mortgagor, in the
      Mortgagor’s name and stead, for the purpose of effectuating any such sale, to
      execute and deliver all necessary deeds, conveyances, assignments, bills of
      sale
      and other instruments with power to substitute one or more persons or
      corporations with like power; provided, that the Mortgagor shall ratify and
      confirm any such sale or transfer if required by the Mortgagee by delivering
      all
      proper conveyances or other instruments to such persons or corporations as
      may
      be designated in any such request. 

     

    In
      case
      of any Event of Default, neither the Mortgagor nor anyone claiming by, through
      or under the Mortgagor, to the extent the Mortgagor may lawfully so agree,
      shall
      or will set up, claim or seek to take advantage of any appraisement, valuation,
      stay, extension or redemption laws now or hereafter in force in any locality
      where any of the Mortgaged Property is situated, in order to prevent or hinder
      the enforcement or foreclosure of this Mortgage, or the absolute sale of the
      Mortgaged Property, or the final and absolute putting into possession thereof,
      immediately after such sale, of the purchasers thereat; and the Mortgagor,
      for
      the Mortgagor and all who may claim under the Mortgagor, hereby waives, to
      the
      full extent that the Mortgagor may lawfully so do, the benefit of all such
      laws,
      and any and all right to have the estate comprised in the security intended
      to
      be created hereby marshalled upon any foreclosure of the lien hereof and agrees
      that the Mortgagee or any court having jurisdiction to foreclose such lien
      may
      sell the Mortgaged Property as an entirety. 

     

    
      
        
        

      

      
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    In
      case
      the Mortgagee shall have proceeded to enforce any right hereunder and such
      proceedings shall have been discontinued or abandoned for any reason, then
      in
      every such case, the Mortgagor and the Mortgagee shall be restored to their
      former positions and rights hereunder with respect to the Mortgaged Property,
      and all rights, remedies and powers of the Mortgagee shall continue as if no
      such proceedings had been taken. No remedy herein reserved to the Mortgagee
      is
      intended to be exclusive of any other remedy, but each and every such remedy
      shall be cumulative and shall be in addition to any other remedy given hereunder
      or now or hereafter existing at law or in equity, or by statute. 

     

    Nothing
      in this Mortgage, the Credit Agreement or any of the other Security Documents
      shall affect or impair the right, which is unconditional and absolute, of the
      Mortgagee to enforce payment of the Debt at or after the date set forth in
      the
      Credit Agreement as the date when the same shall become due, or the obligations
      of the Mortgagor, which are likewise unconditional and absolute, to pay such
      amounts at the respective dates and places set forth in the Credit
      Agreement.

     

    (a) MORTGAGOR’S
      WARRANTIES.
      The
      Mortgagor hereby warrants and represents that: (1) the Mortgagor is the owner
      in
      fee simple of the Mortgaged Property and has good right to grant and convey
      the
      same as aforesaid; (2) such property is free from all encumbrances and liens,
      except for the Encumbrances, if any; (3) the Mortgagor will WARRANT
      AND DEFEND
      the same
      unto the Mortgagee forever against the lawful claims and demands of all persons,
      except for the Encumbrances, if any; (4) the Mortgaged Property is free of
      any
      flammable explosives, radioactive materials, asbestos, organic compounds known
      as polychlorinated biphenyls, chemicals known to cause cancer or reproductive
      toxicity, pollutants, contaminants, hazardous wastes, toxic substances or
      related materials, including, without limitation, any substances defined as
      or
      included in the definition of “hazardous substances,” “hazardous wastes,”
“hazardous materials,” or “toxic substances” (collectively, “Hazardous
      Materials”)
      under
      any federal, state or local laws, ordinances or regulations, now or hereafter
      in
      effect, relating to environmental conditions, industrial hygiene or Hazardous
      Materials on, under or about the Mortgaged Property, including, without
      limitation, the Comprehensive Environmental Response, Compensation and Liability
      Act of 1980, as amended, 42 U.S.C. Section 9601, et
      seq.,
      the
      Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
      seq.,
      the
      Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et
      seq.,
      the
      Clean Water Act, 33 U.S.C. Section 1251, et
      seq.,
      the
      Clean Air Act, 42 U.S.C. Section 7401, et
      seq.,
      the
      Toxic Substances Control Act, 15 U.S.C. Sections 2601 through 2629, the Safe
      Drinking Water Act, 42 U.S.C. Sections 300f through 300j, and any similar state
      and local laws and ordinances and the regulations now or hereafter adopted,
      published and/or promulgated pursuant thereto (collectively, the “Hazardous
      Materials Laws”);
      and
      (5) to the best knowledge of the Mortgagor, no portion of the Mortgaged Property
      and no other assets of the Mortgagor are now or may with the passage of time
      become subject to forfeiture under any federal, state or other law for which
      forfeiture of assets is a potential penalty or liability. The Mortgaged Property
      is not currently used in a manner, and no prior use (by Mortgagor, prior owners
      or any tenant) has occurred, which violates any Hazardous Materials Laws.
      Neither the Mortgagor nor any tenant has received any notice from a governmental
      agency for violation of Hazardous Materials Laws.

     

    (b) MORTGAGOR’S
      COVENANTS.
      The
      Mortgagor hereby covenants and agrees with the Mortgagee as follows:


     

    
      
        
        

      

      
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    (A) Payment
      of Secured Obligations.
      The
      Mortgagor will pay to the Mortgagee the Debt and all fees, charges and other
      sums payable under the Security Documents, all according to the provisions
      thereof, and will pay and discharge any and all obligations that are now or
      hereafter may be or become owing to the Mortgagee under the Security Documents
      and on any and every other account, together with interest, fees, charges and
      other sums payable thereon as may be specified with respect thereto.


     

    (B) Prior
      Mortgages and Liens.
      The
      Mortgagor will perform all of the Mortgagor’s obligations under any mortgage or
      other security agreement with a lien which has priority over this Mortgage,
      including the Mortgagor’s covenants to make payments when due.

     

    (C) Payment
      of Real Property Taxes, Assessments, etc.
      The
      Mortgagor will punctually pay and discharge, or cause to be paid and discharged,
      from time to time as the same shall become due, all real property taxes, rates,
      assessments, impositions, duties, water rates, sewer rates and other charges
      of
      every description to which the Mortgaged Property, or any part thereof, or
      any
      improvements thereon, may during the term of this Mortgage become liable by
      authority of law, the payment of which shall be secured by this Mortgage;
      PROVIDED, HOWEVER, that real property taxes may be paid in semiannual
      installments and improvement or betterment assessments may be paid in annual
      installments, upon condition that, in each case, the same are not allowed to
      become delinquent, and that the Mortgagor will, upon request, deposit a copy
      of
      the receipts therefor with the Mortgagee not later than the final date such
      taxes, assessments and charges may be paid without penalty. 

     

    (D) Observance
      of Laws.
      The
      Mortgagor will duly observe and conform to all laws, rules and regulations
      made
      by any governmental authority, and all valid requirements of any regulatory
      body
      which may acquire jurisdiction, which apply or relate to any of the Mortgaged
      Property, including, but not limited to the construction and maintenance of
      such
      facilities for parking of vehicles as may from time to time be required in
      order
      to comply with any applicable ordinance with respect thereto. 

     

    (E) Maintenance
      and Inspection.
      The
      Mortgagor will keep and maintain all buildings, structures and improvements
      now
      located or hereafter constructed on the Mortgaged Property in good repair,
      working order and condition, and will permit the Mortgagee and any persons
      authorized by the Mortgagee to enter and inspect the Mortgaged Property at
      all
      reasonable times. 

     

    (F) Waste,
      Unlawful Use, etc.
      The
      Mortgagor will not commit or suffer any strip or waste, or unlawful, improper
      or
      offensive use of the Mortgaged Property, or any act or negligence whereby such
      property or any interest therein shall become liable to seizure or attachment
      or
      mesne or final process of law or whereby the lien provided hereby shall be
      impaired. 

     

    (G) Sale,
      Transfer, Lease, etc.
      The
      Mortgagor will not sell (including by agreement of sale), convey, assign,
      transfer or lease the Mortgaged Property or any interest therein, except for
      leases of portions of the Mortgaged Property to tenants in the ordinary course
      of the Mortgagor’s business, without first obtaining the prior written consent
      of the Mortgagee. If requested by the Mortgagee, the Mortgagor will furnish
      to
      the Mortgagee promptly upon execution thereof copies of all leases executed
      by
      the Mortgagor as lessor covering any portion or portions of the Mortgaged
      Property.

    
       

      
        
          
          

        

        
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    (H) Restoration
      of Improvements.
      The
      Mortgagor will promptly restore, replace, rebuild or reinstall any part of
      the
      buildings, structures, improvements, and Fixtures now or hereafter constructed,
      placed or installed on the Mortgaged Property, which may be damaged or destroyed
      by any casualty whatsoever. 

     

    (I) Liens;
      Junior Mortgages.
      The
      Mortgagor will not create, suffer to be created or permit to remain upon the
      Mortgaged Property or any part thereof, or the income therefrom, any junior
      or
      subordinate mortgage or any mechanics’, materialmen’s, laborers’, tax, statutory
      or other lien or charge, except the Encumbrances, and liens of taxes and
      assessments not yet payable or payable without penalty so long as payable;
      provided, that nothing contained in this paragraph shall be deemed to require
      the Mortgagor to pay or cause to be paid, any tax, assessment or charge, or
      to
      satisfy any involuntary lien, so long as the Mortgagor in good faith by
      appropriate action diligently pursued shall contest, or cause to be contested,
      the validity thereof (provided the security afforded by the Mortgage shall
      not
      thereby be subjected to any sale, forfeiture or loss, or reasonable probability
      thereof). 

     

    (J) No
      Impairment of Value of Mortgaged Property.
      No
      building, improvements, Fixtures, or other property now or hereafter covered
      by
      the lien of this Mortgage shall be removed, demolished or altered in such manner
      as to diminish materially the value of the Mortgaged Property, without the
      prior
      written consent of the Mortgagee. The Mortgagor shall not initiate, join in
      or
      consent to any change in any private restrictive covenant, land use
      classification, zoning ordinance or other public or private restrictions
      limiting or defining the use which may be made of the Mortgaged Property or
      any
      part thereof. 

     

    (K) Insurance.
      

     

    (a) The
      Mortgagor shall, during the term of this Mortgage, at its sole cost and expense
      and for the mutual benefit of the Mortgagor and the Mortgagee obtain hazard
      insurance to cover all buildings and other improvements that now are or in
      the
      future will be located on the Mortgaged Property. The insurance must cover
      loss
      or damage caused by fire, hazards normally covered by “extended coverage” or
“broad form” hazard insurance policies, and other hazards (including flood
      insurance) for which the Mortgagee requires coverage. The insurance must be
      in
      the amounts and for the periods of time required by the Mortgagee.

     

    (b) All
      insurance required under the preceding subparagraph shall be kept in such
      manner, form and amount as shall be approved by the Mortgagee, and the Mortgagor
      shall deposit a copy of the policy or policies therefor with the Mortgagee.
      In
      the event of foreclosure or sale of the Mortgaged Property, all interest of
      the
      Mortgagor in such insurance and the policies therefor and the monies payable
      thereunder shall pass to the purchaser or assignee of such property. All
      insurance required under the preceding subparagraph shall be effected under
      valid and enforceable policies issued by insurance companies authorized to
      do
      business in the State of Hawaii and having a rating by Best’s Insurance Reports
      of Class A:VI or better. All such policies or other contracts for such insurance
      issued by the respective insurers shall, to the extent obtainable, be without
      contribution and contain an endorsement that the policy or other contract shall
      not be cancelled or materially changed without at least thirty (30) days’ prior
      written notice to the Mortgagee.

     

    
      
        
        

      

      
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    (c) Subject
      to any rights granted to the Mortgagor by law if the Mortgaged Property is
      residential property, and subject to the rights of the mortgagee or the secured
      party under any mortgage or security agreement with a lien which has priority
      over this Mortgage, all losses and monies payable under the insurance required
      under the preceding subparagraph (a)(i) shall be payable to the Mortgagee
      pursuant to a standard mortgage clause and lender’s loss payable clause and
      shall be applied by the Mortgagee, at its option, either to rebuilding or repair
      of the loss, destruction or damage, or in the reduction of any indebtedness
      hereby secured. Any other insurance procured on such structures or improvements
      shall be payable as directed by and shall be claimable by the
      Mortgagee.

     

    (d) The
      Mortgagee shall not be responsible for such insurance or for the collection
      of
      any insurance proceeds, or for the insolvency of any insurer or insurance
      underwriter.

     

    (e) All
      such
      policies or other contracts for such insurance shall provide that the insurance
      shall not be invalidated as to the interest of the Mortgagee by any act or
      neglect of any person owning the property insured, or by any foreclosure or
      other proceedings, or notice of sale, or by any change in the title or ownership
      of the insured properties, or by occupation of any insured structures for
      purposes more hazardous than permitted by such policy or contract.

     

    (f) Upon
      the
      execution of this Mortgage and thereafter not less than ten (10) days prior
      to
      the expiration date of the expiring policies or contracts, the originals or
      certified copies of all policies or contracts for insurance (or certificates
      therefor) of the character described in subparagraph (a) above shall be
      deposited with the Mortgagee.

     

    (g) In
      the
      event of loss or physical damage to the Mortgaged Property, the Mortgagor shall
      give immediate notice thereof to the Mortgagee, and the Mortgagee may make
      proof
      of loss if the same is not made promptly by the Mortgagor.

     

    (h) All
      insurance coverage required under this Mortgage shall be subject to availability
      with responsible insurance companies authorized to do business in the State
      of
      Hawaii. Where such coverage is not (or is no longer) available, the Mortgagor
      shall purchase and maintain such other insurance coverage as is acceptable
      to
      the Mortgagee.

     

    (i) If
      the
      Mortgagor fails to maintain insurance coverage as described above, the Mortgagee
      may, at the Mortgagee’s option, obtain insurance coverage to protect the
      Mortgagee’s rights in the Mortgaged Property as described in this
      Mortgage.

     

    (L) Condemnation.
      If the
      Mortgaged Property or any part thereof shall be condemned, the Mortgagee may
      appear and defend any such suit and is hereby irrevocably authorized to collect
      all of the proceeds and apply the same upon any obligation secured hereby.
      All
      costs, expenses and attorneys’ fees paid or incurred by the Mortgagee in the
      course of such proceedings shall constitute an advance hereunder. 

     

    
      
        
        

      

      
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    Notwithstanding
      any taking by eminent domain, alteration of the grade of any street or other
      injury to or decrease in value of the Mortgaged Property by any public or
      quasi-public authority or corporation, the Mortgagor will continue to pay
      interest on the Debt until an award or payment from such authority or
      corporation shall have been actually received by the Mortgagee, and any
      reduction in the Debt resulting from the application by the Mortgagee of such
      award or payment as hereinafter set forth shall be deemed to take effect only
      on
      the date of such receipt. Subject to the rights of the mortgagee or the secured
      party under any mortgage or security agreement with a lien which has priority
      over this Mortgage, any such award or payment shall be applied in such
      proportions and priority as the Mortgagee, in the Mortgagee’s sole discretion,
      may elect, to the payment of the Debt, whether or not then due and payable
      under
      the terms and provisions of the Credit Agreement, or any sums secured by this
      Mortgage, or to the payment to the Mortgagor, on such terms as the Mortgagee
      may
      specify, to be used for the sole purpose of altering, restoring or rebuilding
      any part of the Mortgaged Property which may have been altered, damaged or
      destroyed as a result of any such taking, alteration of grade or other injury
      to
      the Mortgaged Property. If, prior to the receipt by the Mortgagee of such award
      or payment, the Mortgaged Property shall have been sold on foreclosure of this
      Mortgage, the Mortgagee shall have the right to receive such award or payment
      to
      the extent of the mortgage debt remaining unsatisfied after such sale of the
      Mortgaged Property, with legal interest thereon and reasonable attorneys’ fees,
      costs and disbursements incurred by the Mortgagee in connection with the
      collection of such award or payment. Should all or any part of the Mortgaged
      Property be taken by eminent domain, the Mortgagor hereby assigns to the
      Mortgagee, and forthwith upon payment thereof will cause to be deposited with
      the Mortgagee, the award for any Mortgaged Property so taken, excluding,
      however, any portion of any award to which the mortgagee or the secured party
      under any mortgage or security agreement with a lien which has priority over
      this Mortgage may be entitled.

     

    (M) Notice
      of Deposit of Insurance or Condemnation Proceeds.
      The
      Mortgagor will, in case any proceeds of insurance upon the Mortgaged Property
      or
      any part thereof, or the proceeds of any award for the taking in eminent domain
      of the Mortgaged Property or any part thereof, are deposited with any person
      other than the Mortgagee, promptly notify the Mortgagee in writing of the name
      and address of the person with whom such proceeds have been deposited and the
      amount so deposited. 

     

    
      
        
        

      

      
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    (N) Assignment
      of Rentals.
      Subject
      to the rights of the mortgagee or the secured party under any mortgage or
      security agreement with a lien which has priority over this Mortgage, the
      Mortgagor hereby absolutely assigns to the Mortgagee all rents, revenues, rights
      and benefits accruing to the Mortgagor under all present and future leases
      and
      subleases of the Mortgaged Property or any part thereof, with the right and
      authority to receive the same and apply them to the Debt or other indebtedness
      secured hereby, after default in the conditions thereof, anything to the
      contrary herein notwithstanding. The Mortgagee is further authorized, at its
      option, to notify particular lessees or sublessees of such assignment, to
      execute and deliver binding receipts for any payments made under the terms
      of
      any such leases or subleases, and to demand, sue for and recover any such
      payments when due. The Mortgagor shall perform every obligation of the lessor
      or
      sublessor and shall enforce every material obligation of the lessee or sublessee
      in every such lease or sublease, and shall not modify, alter, waive or cancel
      any lease or sublease or any part thereof, nor anticipate for more than one
      month any rents that may be collectible under such lease or sublease, and shall
      not further assign any such lease or sublease or any such rents. This assignment
      shall terminate and become null and void upon release of this Mortgage.
      Immediately upon the Mortgagee’s delivering to the Mortgagor, or serving upon
      the Mortgagor, written notice of any alleged default, the Mortgagee may at
      any
      time, either in person, by agent, or by a receiver to be appointed by a court,
      and without regard to the adequacy of any security for the indebtedness secured
      hereby, enter upon and take possession of the Mortgaged Property or any part
      thereof in its own name, sue for or otherwise collect such rents, revenues,
      rights and benefits, including those past due and unpaid, and apply the same
      (less costs and expenses of operation and collection, including brokers’ fees
      and attorneys’ fees) upon any indebtedness secured hereby, and in such order as
      the Mortgagee may determine. Upon the delivery or service of such notice of
      default, the Mortgagee shall have the absolute right to receive and collect
      all
      such rents, revenues, rights and benefits whether or not it takes physical
      possession as hereinabove provided; and the act of delivery or service of such
      notice of default shall be deemed to constitute the taking of possession by
      the
      Mortgagee; PROVIDED, that such possession by the Mortgagee shall not impose
      upon
      the Mortgagee any duties or obligations as lessor or sublessor under such leases
      and subleases or otherwise impose upon the Mortgagee any duties or obligations
      associated with the possession of property. The Mortgagor agrees to surrender
      physical possession of the Mortgaged Property upon written demand when the
      Mortgagee becomes entitled thereto by reason of the default of the Mortgagor
      as
      hereinabove provided. The entering upon and taking possession of the Mortgaged
      Property, the collection of such rents, revenues, rights and benefits, and
      the
      application thereof as aforesaid, shall not cure or waive any default or notice
      of default hereunder or invalidate any act done pursuant to such notice, and
      shall be without prejudice to any other rights of the Mortgagee herein
      contained. So long as no Event of Default shall have occurred, the Mortgagor
      shall have the privilege, under a license hereby granted by the Mortgagee to
      the
      Mortgagor, to collect when due, but not more than one (1) month in advance,
      all
      rents, issues and profits from the Mortgaged Property and to retain, use and
      enjoy the same. Upon request of the Mortgagee, the Mortgagor will duly execute,
      acknowledge and deliver to the Mortgagee any instrument or instruments, in
      form
      satisfactory to the Mortgagee, confirming the assignment to the Mortgagee of
      any
      specific leases or subleases. 

     

    (O) Application
      of Payments.
      The
      Mortgagee shall have the right and is hereby expressly authorized to apply
      any
      payments received and, subject to the rights of the mortgagee or the secured
      party under any mortgage or security agreement with a lien which has priority
      over this Mortgage, any rents, issues and profits collected, to the payment
      of
      any indebtedness of the Mortgagor to the Mortgagee hereby secured in any order
      which the Mortgagee may determine, and any such application shall in all
      respects be binding upon the Mortgagor. 

     

    (P) Mortgagee’s
      Right of Set-Off.
      Upon
      the happening of any event entitling the Mortgagee to foreclose this Mortgage,
      or if the Mortgagee shall be served with garnishee process in which the
      Mortgagor shall be named as defendant, whether or not the Mortgagor shall be
      in
      default hereunder at the time, the Mortgagee may, but shall not be required
      to,
      set off any indebtedness owing by the Mortgagee to the Mortgagor against any
      indebtedness secured hereby, without first resorting to the Mortgaged Property
      and without prejudice to any other rights or remedies of the Mortgagee or the
      lien of the Mortgagee on the Mortgaged Property. 

     

    
      
        
        

      

      
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    (Q) Possession
      by Mortgagor After Sale.
      In the
      event of a sale of the Mortgaged Property, or any part or parts thereof, under
      and by virtue of the provisions of this Mortgage, the purchaser or purchasers
      thereof shall have immediate and peaceable possession of the same, and if the
      Mortgagor shall remain in possession after the effective date of such sale,
      such
      possession shall be construed as a tenancy at sufferance only, giving unto
      the
      purchaser all remedies, by way of summary possession or otherwise, conferred
      by
      law in such case. 

     

    (R) Acknowledgment
      of Mortgage Debt.
      Within
      five (5) days after request by the Mortgagee in writing, the Mortgagor will
      furnish to the Mortgagee or to any proposed assignee of this Mortgage a written
      statement, duly acknowledged, of the amount due on this Mortgage and whether
      any
      offsets, counterclaims or defenses exist against the mortgaged debt.


     

    (S) Further
      Instruments.
      The
      Mortgagor, upon reasonable request of the Mortgagee, will execute and deliver
      such further instruments and do such further acts as may be necessary or proper
      to carry out more effectively the purpose of this Mortgage and to subject the
      Mortgaged Property to the lien hereof, and any renewals, additions,
      substitutions, replacements or betterments thereto. 

     

    (T) Right
      of Mortgagee to Prevent or Remedy Default.
      If the
      Mortgagor shall fail to observe or perform any of the terms, covenants and
      conditions required to be observed and performed by the Mortgagor under this
      Mortgage, unless the Mortgagor shall be engaged in good faith by appropriate
      action diligently pursued in contesting or causing to be contested the existence
      of such default and the security afforded by this Mortgage shall not thereby
      be
      subjected to any sale, forfeiture or loss, or reasonable probability thereof,
      the Mortgagee may (but shall not be obligated to): (i) take any action the
      Mortgagee deems necessary or desirable to prevent or remedy any such default
      by
      the Mortgagor, or to otherwise protect the security of this Mortgage, and (ii)
      enter in and upon the Mortgaged Property or any part thereof to such extent
      and
      as often as the Mortgagee, in its sole discretion, deems necessary or desirable
      in order to prevent or to remedy any such default by the Mortgagor or otherwise
      to protect the security of this Mortgage, and the Mortgagee may pay and advance
      for the account of the Mortgagor such sums of money as the Mortgagee, in its
      sole discretion, deems necessary for any such purpose. 

     

    (U) Right
      of Mortgagee to Participate in Action Affecting
      Security.
      The
      Mortgagee may appear in and participate in any action or proceeding at law
      or in
      equity purporting to affect the security of this Mortgage, and in such event
      (except where the purported defect affecting the security hereof arises or
      results from any act or omission of the Mortgagee), the Mortgagee shall be
      allowed and paid, and the Mortgagor hereby agrees to pay, all of the Mortgagee’s
      costs, charges and expenses, including cost of evidence of title and reasonable
      attorneys’ fees, incurred in such action or proceeding in which the Mortgagee
      may appear. 

     

    
      
        
        

      

      
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    (V) Right
      of Mortgagee to Extend Time of Payment, Substitute, Release Security,
      etc.
      Without
      affecting the liability of any person, including the Mortgagor, for the payment
      of any indebtedness secured hereby, or the lien or security interest of this
      Mortgage on the Mortgaged Property (or the remainder thereof), for the full
      amount of any indebtedness unpaid, the Mortgagee may from time to time, without
      notice and without affecting or impairing any of its rights under this Mortgage:
      (a) release any person liable for the payment of any of the indebtedness; (b)
      extend the time or otherwise alter the terms of payment of any of the
      indebtedness or accept any instrument to evidence such an extension or
      alteration; (c) accept additional security therefor of any kind, including
      (but
      not limited to) deeds of trust, mortgages and security agreements; (d) alter,
      substitute or release any property securing the indebtedness; (e) resort for
      the
      payment of the indebtedness secured hereby to any securities therefor in such
      order and manner as it may see fit; (f) join in granting any easement or
      creating any restriction thereon; and (g) join in any extension or subordination
      or other agreement affecting this Mortgage or the lien or charge
      thereof.

     

    (W) Mortgagee’s
      Expenses for Protection of Security.
      All
      advances, costs, expenses and attorneys’ fees which the Mortgagee may make, pay
      or incur under any provision of this Mortgage for the protection of the security
      of the Mortgagee, or any of the rights of the Mortgagee in connection with
      the
      Mortgaged Property, or in foreclosure proceedings commenced and subsequently
      abandoned, or in any dispute or litigation in which the Mortgagee may become
      involved by reason of or arising out of this Mortgage or the other Security
      Documents, shall be paid by the Mortgagor to the Mortgagee, upon demand, and
      shall bear interest until paid at the maximum rate permitted by law to be paid
      in the event of default, all of which obligations shall be additional charges
      upon the Mortgaged Property and be equally secured hereby and shall be a lien
      on
      the Mortgaged Property prior to any rights or claims upon the Mortgaged Property
      subordinate to the lien of this Mortgage. 

     

    (X) Partial
      Releases.
      The
      Mortgagee may release, for such consideration or none, as it may require, any
      portion of the Mortgaged Property without, as to the remainder of the Mortgaged
      Property, in any way impairing or affecting the lien, security interest and
      priorities herein provided for the Mortgagee compared to any subordinate lien
      holder. 

     

    (Y) Reserve
      Fund.
      If
      requested by the Mortgagee, and unless the same are being paid by the Mortgagor
      to the mortgagee under any mortgage with a lien which has priority over this
      Mortgage, the Mortgagor will pay to the Mortgagee, together with and in addition
      to the Debt payments payable under the terms of the Credit Agreement, until
      all
      obligations secured hereby are fully paid, a sum equal to the real property
      taxes, assessments and insurance premiums applicable to the Mortgaged Property
      (all as estimated by the Mortgagee), less all sums already paid therefor,
      divided by the number of months to elapse before one month prior to the date
      when such taxes, assessments and premiums will become due and payable. Such
      sums
      shall be held by the Mortgagee, without interest, to pay such taxes, assessments
      and premiums as and when the same shall become due and payable. If the total
      of
      such payments shall exceed the amount necessary to pay such taxes, assessments
      and premiums, such excess may, at the Mortgagee’s option, be released to the
      Mortgagor or applied on any indebtedness secured hereby or be credited by the
      Mortgagee on subsequent payments to be made by the Mortgagor. If, however,
      the
      total of such payments shall not be sufficient to pay such taxes, assessments
      and premiums when the same shall become due and payable, then the Mortgagor
      shall pay to the Mortgagee any amount necessary to make up the deficiency on
      or
      before the date when payment of such taxes, assessments and premiums shall
      be
      due. If at any time the Mortgagor shall tender to the Mortgagee, in accordance
      with the provisions hereof, full payment of the entire indebtedness secured
      hereby, the Mortgagee shall, in computing the amount of indebtedness, credit
      to
      the account of the Mortgagor any balance remaining in the funds accumulated
      under the provisions of this paragraph. If there be a default under the
      provisions of this Mortgage or any of the other Security Documents, and
      thereafter a sale of the premises in accordance with the provisions hereof,
      or
      if the Mortgagee acquires the property otherwise after default, the Mortgagee,
      at the Mortgagee’s option, and at the time of the commencement of such
      proceeding, or at the time the property is otherwise acquired, may apply the
      balance then remaining in the funds accumulated under the provisions of this
      paragraph as a credit against any sums or charges secured hereby, including,
      but
      not limited to, the amount of principal, interest, fees and charges then
      remaining unpaid under the Security Documents. 

     

    
      
        
        

      

      
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    (Z) Governmental
      Approvals.
      The
      Mortgagor shall at all times during the continuance of the Mortgage maintain
      in
      full force and effect all governmental and municipal approvals and permits
      which
      are required to comply with all environmental, ecological and other governmental
      requirements relating to the Mortgaged Property or to the occupancy
      thereof.

     

    (AA) Mortgage
      Fees; Documentary Stamps.
      If at
      any time the State of Hawaii or the United States of America shall impose any
      fee on this Mortgage or any amendments hereto or the indebtedness secured
      hereby, including, without limitation, any fee on the making or recordation
      of
      this Mortgage or any amendments hereto, or require internal revenue stamps
      to be
      affixed to this Mortgage, the Mortgagor will pay for the same with any interest
      or penalties imposed in connection therewith.

     

    (BB) Tax
      on Mortgage or Debt.
      In the
      event of the adoption or amendment of any law of the State of Hawaii after
      the
      date of this instrument, other than a law providing for the imposition of a
      tax
      on, according to, or measured by income, which shall in any way change the
      manner of taxation or of the collection of taxes on mortgages or debts secured
      by mortgages, to the end that, directly or indirectly, the Mortgagee shall
      be
      required to pay on account of this Mortgage or the indebtedness secured hereby,
      any tax other than taxes of the kind or character now imposed thereon by the
      laws of the State of Hawaii, and other than a tax on, according to or measured
      by income, the holder of this Mortgage, at any time after such adoption or
      amendment of such law, may give written notice to the Mortgagor that such holder
      elects to have the indebtedness secured by this Mortgage become due and payable.
      If such notice be given, the said indebtedness shall become due, payable and
      collectible at the expiration of thirty (30) days; PROVIDED, HOWEVER, that
      such
      requirement of payment shall be ineffective if the Mortgagor is permitted by
      law
      to pay the whole of such tax in addition to all other payments required
      hereunder, without any penalty accruing to the holder of the Credit Agreement,
      and if the Mortgagor in fact pays such tax prior to the date upon which payment
      is required by such notice.

     

    
      
        
        

      

      
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    (CC) Hazardous
      Materials.
      The
      Mortgagor shall keep and maintain the Mortgaged Property, including, without
      limitation, the groundwater on or under the Mortgaged Property, in compliance
      with, and shall not cause or permit the Mortgaged Property to be in violation
      of, any Hazardous Materials Laws. The Mortgagor shall not use, generate,
      manufacture, treat, handle, refine, produce, process, store, discharge, release,
      dispose of or allow to exist on, under or above the Mortgaged Property, any
      Hazardous Materials. The Mortgagor shall immediately advise the Mortgagee in
      writing of (a) any and all enforcement, clean up, removal, mitigation, or other
      governmental or regulatory action instituted, contemplated or threatened
      pursuant to any Hazardous Materials Laws affecting the Mortgaged Property,
      (b)
      all claims made or threatened by any third party against Mortgagor or the
      Mortgaged Property relating to damage, contribution, cost recovery,
      compensation, loss or injury resulting from any Hazardous Materials (the matters
      set forth in clauses (a) and (b) above are hereinafter referred to as
“Hazardous
      Materials Claims”)
      and
      (c) the Mortgagor’s discovery of any occurrence or condition on the Mortgaged
      Property or any real property adjoining or in the vicinity of the Mortgaged
      Property which could subject the Mortgagor or the Mortgaged Property to any
      restrictions on ownership, occupancy, transferability or use of the Mortgaged
      Property under any Hazardous Materials Laws. The Mortgagor shall indemnify
      the
      Mortgagee, its directors, officers, employees, agents, successors and assigns
      from and against, any loss, damage, cost, expense or liability directly or
      indirectly arising out of or attributable to the use, generation, manufacture,
      treatment, handling, refining, production, processing, storage, release,
      threatened release, discharge, disposal, or presence of Hazardous Materials
      on,
      under or about the Mortgaged Property, including, without limitation: (i) all
      foreseeable and unforeseeable consequential damages; (ii) the costs of any
      required or necessary repair, clean up or detoxification of the Mortgaged
      Property, and the preparation and implementation of any closure, remedial or
      other required plans; and (iii) all reasonable costs and expenses incurred
      by
      the Mortgagee in connection with clauses (i) and (ii), including, without
      limitation, reasonable attorneys’ fees. The indemnification provision of this
      paragraph shall survive (a) the repayment of the Credit Agreement secured by
      this Mortgage, (b) any foreclosure of this Mortgage, and (c) any deed or
      assignment of the Mortgaged Property in lieu of foreclosure.

     

    (DD) Consideration.
      The
      Mortgagor hereby agrees and confirms that (i) the Mortgagor deems it to be
      to
      the Mortgagor’s own financial benefit that the Mortgagor repay the Debt to the
      Mortgagee, (ii) the Mortgagor has received good, valuable and sufficient
      consideration for making this Mortgage, and (iii) the receipt of this Mortgage
      by the Mortgagee is an essential inducement to the Mortgagee in entering into
      the Credit Agreement.

     

    (EE) Special
      Covenants Regarding Forfeiture Laws.
      The
      Mortgagor hereby covenants that neither the Mortgagor will do or allow to be
      done any act or thing on or in any way relating to the Mortgaged Property which
      violates or may result in the violation of any federal, state or other law
      for
      which forfeiture of assets is a potential penalty or liability (hereinafter
      called “Forfeiture
      Laws”).
      In
      the event that the Mortgagee has reasonable cause to believe that any portion
      of
      the Mortgaged Property or any other collateral securing the Debt might be or
      become subject to forfeiture under any Forfeiture Laws, the Mortgagee may,
      in
      its sole discretion, exercise its remedies under this Mortgage and at law or
      in
      equity until the Mortgagee no longer has any reasonable belief that any portion
      of the Mortgaged Property or any other collateral securing the Debt is subject
      to or may become subject to forfeiture under any Forfeiture Laws.

     

    (c) MISCELLANEOUS
      PROVISIONS.

     

    (A) No
      Waiver.
      Any
      failure by the Mortgagee to insist upon the strict performance by the Mortgagor
      of any of the terms and provisions hereof shall not be deemed to be a waiver
      of
      any of the terms and provisions hereof, and the Mortgagee, notwithstanding
      any
      such failure, shall have the right thereafter to insist upon the strict
      performance by the Mortgagor of any and all of the terms and provisions of
      this
      Mortgage to be performed by the Mortgagorr.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (B) Security
      Agreement, Fixture Filing and Financing Statement Under Uniform Commercial
      Code.
      This
      Mortgage shall constitute a security agreement, fixture filing and financing
      statement under the Uniform Commercial Code, as enacted in Hawaii; and the
      Mortgagor, as debtor, hereby grants to the Mortgagee, as secured party, a
      security interest in any or all of the Mortgaged Property, including (but not
      limited to) the Fixtures, in addition to a mortgage lien upon the same as part
      of the realty. The Mortgagor will assist in the preparation of and execute
      (if
      necessary) from time to time, alone or with the Mortgagee, and deliver, file
      and
      record any financing or continuation statements, mortgages or other instruments,
      and do such further acts as the Mortgagee may request to establish, maintain
      and
      perfect the security interests of the Mortgagee in the Mortgaged Property,
      including (but not limited to) the Fixtures, and all renewals, additions,
      substitutions, improvements to the same and the proceeds thereof, and otherwise
      to protect the same against the rights and interests of third parties. The
      terms
      of this Mortgage shall be deemed commercially reasonable within the meaning
      of
      the Uniform Commercial Code. 

     

    (C) Definitions.
      The
      terms “advances,” “costs” and “expenses” shall include, but shall not be limited
      to, reasonable attorneys’ fees whenever incurred. The terms “indebtedness” and
“obligations” shall mean and include, but shall not be limited to all claims,
      demands, obligations and liabilities whatsoever, however arising, whether owing
      by the Mortgagor individually or as a partner, or jointly or in common with
      any
      others, and whether absolute or contingent, and whether owing by the Mortgagor
      as principal debtor or as accommodation maker or as indorser, liquidated or
      unliquidated, and whenever contracted, accrued or payable. 

     

    (D) Paragraph
      Headings.
      The
      headings of paragraphs herein are inserted only for convenience and shall in
      no
      way define, describe or limit the scope or intent of any provisions of this
      Mortgage. 

     

    (E) Parties
      in Interest.
      As and
      when used herein, the term “Mortgagor” shall mean and include the Mortgagor
      above-named and each Mortgagor’s respective heirs, personal representatives,
      successors and assigns; the term “Mortgagee” shall mean and include the
      Mortgagee above-named and its successors and assigns; the use of the singular
      shall mean and include the plural, and vice versa; and the use of any gender
      shall include all genders. If the Mortgagor consists of more than one person
      or
      entity, then all obligations and liability of the Mortgagor hereunder shall
      constitute the joint and several obligations and liability of each such person
      or entity.

     

    (F) Applicable
      Laws.
      This
      Mortgage shall be governed by and shall be construed and interpreted under
      and
      pursuant to the laws of the State of Hawaii and all applicable federal laws.
      If
      any provision of this Mortgage is held to be invalid or unenforceable, such
      will
      not affect the validity or enforceability of the other provisions of this
      Mortgage.

     

    (G) Notices.
      All
      notices, demands or documents to be delivered under this Mortgage shall be
      given
      in writing and sent by registered or certified mail addressed to the parties
      at
      the addresses set forth on the first page of this Mortgage. Such addresses
      may
      be changed by addressee by serving notice as provided above. Service of such
      notice shall be deemed complete on the earlier to occur of the actual date
      of
      delivery or three (3) days after mailing.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (H) Counterparts.
      This
      Mortgage may be executed in counterparts, each of which shall be deemed an
      original, and said counterparts shall together constitute one and the same
      agreement, binding all of the parties hereto, notwithstanding all of the parties
      are not signatories to the original or the same counterparts. In making proof
      of
      this Mortgage, it shall not be necessary to produce or account for more than
      one
      such counterpart. For all purposes, duplicate unexecuted pages of the
      counterparts may be discarded and the remaining pages assembled as one
      document.

     

    [No
      further text on this page.]

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Mortgagor has executed these presents as of the date first above
      written.

    

      
        	
                MORTGAGOR:

              	
                HOKU
                  SCIENTIFIC, INC.,

              
	 	
                a
                  Delaware corporation

              
	 	 
	 	 
	 	
                By

              	
                /s/
                  Darryl Nakamoto

              
	 	 	
                Darryl
                  Nakamoto

              
	 	 	
                Its   CFO

              


      

    

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    All
      of
      that certain parcel of land situate at Honouliuli, District of Ewa, City and
      County of Honolulu, Island of Oahu, State of Hawaii, more particularly described
      as follows:

     

    LOT
      8004,
      area 2.283 acres, more or less, as shown on Map 645, filed in the Office of
      the
      Assistant Registrar of the Land Court to the State of Hawaii with Land Court
      Application No. 1069 of the Trustees under the Will and of the Estate of James
      Campbell, Deceased;

     

    Together
      with access across Lots 8030 and 8032, as shown on Map 645, as set forth by
      Land
      Court Order No. 112041, filed June 4, 1993;

     

    Together
      also with a nonexclusive easement over Lot 70-C-1 and 84-A-2-A, as shown on
      Map
      229, and Lot 172-C and 424-C, as shown on Map 132, as granted by GRANT OF
      NONEXCLUSIVE EASEMENT (VEHICULAR ACCESS), dated December 13, 2001, filed as
      Land
      Court Document No. 2761270; and subject to the terms and provisions contained
      therein;

     

    
      	
              -Note:-

            	
              Lot
                424-C, as shown on Map 132, Lot 425-C-1, as shown on Map 373, Lots
                3801-A-2 and 3801-A-3, as shown on Map 907, consolidated and resubdivided
                into Lots 14281, 14282, 14283, 14284 and 14285, as shown on Map 1118,
                as
                set forth by Land Court Order No. 146000, filed May 22,
                2002.

            


    

     

    Being
      land(s) described in Transfer Certificate of Title No. 720,871 issued to HOKU
      SCIENTIFIC, INC., a Hawaii corporation.

     

    BEING
      THE
      PREMISES ACQUIRED BY KAPOLEI BUSINESS PARK II LIMITED WARRANTY DEED WITH USE
      RESTRICTIONS, COVENANTS AND RESERVATIONS OF RIGHTS

     

    
      	 	
              GRANTOR

            	
              :

            	
              KBP
                LAND PARTNERS, LLC, a Delaware limited liability
                company

            


    

    


    
      	 	
              GRANTEE

            	
              :

            	
              HOKU
                SCIENTIFIC, INC., a Hawaii
                corporation

            


    

    

      
        	 	
                DATED

              	
                :

              	
                October
                  18, 2004

              


      

      
        	 	
                FILED

              	
                :

              	
                Land
                  Court Document No. 3182173

              


      

    

    


    SUBJECT,
      HOWEVER, TO:

     

    
      	
              1.

            	
              SETBACK
                (25 feet wide)

            


    

     

    
      	 	
              SHOWN

            	
              :

            	
              on
                Map 645,
                as set forth by Land Court Order No. 112041, filed June 4,
                1993

            


    

     

    
      
        
        

      

      
        
          
            EXHIBIT
              A

          

          Page
            1 of
            4

        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              2.

            	DESIGNATION
              OF EASEMENT "5114" 


    

     

    
      	 	
              PURPOSE

            	
              :

            	
              electrical

            


    

    
      	 	
              SHOWN

            	
              :

            	
              on
                Map 737, as set forth by Land Court Order No. 118818, filed November
                28,
                1994

            


    

    


    
      	
              3.

            	
              The
                terms and provisions contained in the
                following:

            


    

     

    
      	 	
              INSTRUMENT

            	
              :

            	
              KAPOLEI
                BUSINESS PARK DECLARATION OF CONDITIONS, COVENANTS AND
                RESTRICTIONS

            


    

    


    
      	 	
              DATED

            	
              :

            	
              May
                28, 1993

            


    

    
      	 	
              FILED

            	
              :

            	
              Land
                Court Document No. 2030298

            


    

    


    Said
      above Declaration was amended and/or supplemented by the following
      instruments:

     

    
      	 	
              (A)

            	
              dated
                April 22, 1994, filed as Land Court Document No.
                2143431.

            


    

     

    
      	 	
              (B)

            	
              dated
                November 6, 2000, filed as Land Court Document No.
                2662803.

            


    

     

    
      	 	
              (C)

            	
              dated
                May 3, 2004, filed as Land Court Document No.
                3113276.

            


    

     

    
      	 	
              (D)

            	
              dated
                June 3, 2004, filed as Land Court Document No.
                3118507.

            


    

     

    
      	 	
              (E)

            	
              dated
                June 3, 2004, filed as Land Court Document No.
                3118512.

            


    

     

    
      	 	
              (F)

            	
              dated
                February 14, 2005, filed as Land Court Document No.
                3230994.

            


    

     

    The
      Declarant's interest, by mesne assignments, was assigned to LV KAPOLEI 54,
      LLC,
      a Delaware limited liability company, by instrument dated April 2, 2007, filed
      as Land Court Document No. 3583668.

     

    
      	
              4.

            	
              GRANT

            


    

     

    
      	 	
              TO

            	
              :

            	
              HAWAIIAN
                ELECTRIC COMPANY, INC. and GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED,
                now known as HAWAIIAN TELCOM, INC.

            


    

    


    
      	 	
              DATED

            	
              :

            	
              March
                21, 2000

            


    

    
      	 	
              FILED

            	
              :

            	
              Land
                Court Document No. 2621916

            


    

    
      	 	
              GRANTING

            	
              :

            	
              a
                perpetual right and easement over said Easement
                "5114"

            


    

     

    
      
        
        

      

      
        
          
            EXHIBIT
              A

          

          Page
            2 of
            4

        

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	The
              terms and provisions contained in the
              following: 


    

     

    
      	 	
              INSTRUMENT

            	
              :

            	
              TRUSTEES
                LIMITED WARRANTY DEED WITH USE RESTRICTIONS, COVENANTS AND RESERVATION
                OF
                RIGHTS (KAPOLEI BUSINESS PARK)

            


    

    


    
      	 	
              DATED

            	
              :

            	
              January
                2, 2002

            


    

    
      	 	
              FILED

            	
              :

            	
              Land
                Court Document No. 2766591

            


    

    


    
      	
              6.

            	
              The
                terms and provisions contained in the
                following:

            


    

     

    
      	 	
              INSTRUMENT

            	
              :

            	
              KAPOLEI
                BUSINESS PARK LIMITED WARRANTY DEED WITH USE RESTRICTIONS, COVENANTS
                AND
                RESERVATION OF RIGHTS

            


    

    


    
      	 	
              DATED

            	
              :

            	
              June
                3, 2004

            


    

    
      	 	
              FILED

            	
              :

            	
              Land
                Court Document No. 3118515

            


    

    


    The
      foregoing includes, but is not limited to, matters relating to permitted use,
      water rights, and reservation of drainage easements, conduits and sewer line
      easements.

     

    
      	
              7.

            	
              The
                terms and provisions contained in the
                following:

            


    

     

    
      	 	
              INSTRUMENT

            	
              :

            	
              KAPOLEI
                BUSINESS PARK II LIMITED WARRANTY DEED WITH USE RESTRICTIONS, COVENANTS
                AND RESERVATION OF RIGHTS

            


    

    


    
      	 	
              DATED

            	
              :

            	
              October
                18, 2004

            


    

    
      	 	
              FILED

            	
              :

            	
              Land
                Court Document No. 3182173

            


    

    


    The
      foregoing includes, but is not limited to, matters relating to permitted use,
      water rights, and reservation of rights.

     

    
      	
              8.

            	
              DESIGNATION
                OF EASEMENT "9204"

            


    

     

    
      	 	
              PURPOSE

            	
              :

            	
              utility
                and waterline

            


    

    
      	 	
              SHOWN

            	
              :

            	
              on
                Map 1336, as set forth by Land Court Order No. 171077, filed June
                27,
                2007

            


    

    


    
      	
              9.

            	
              GRANT

            


    

     

    
      	 	
              TO

            	
              :

            	
              CITY
                AND COUNTY OF HONOLULU, a municipal corporation of the State of Hawaii,
                and the BOARD OF WATER SUPPLY, City and County of
                Honolulu

            


    

    


    
      
        
        

      

      
        
          
            EXHIBIT
              A

          

          Page
            3 of
            4

        

        
          

        

      

      
        
        

      

    


    
      	 	
              DATED

            	
              :

            	
              December
                15, 2006

            


    

    
      	 	
              FILED

            	
              :

            	
              Land
                Court Document No. 3624845

            


    

    
      	 	
              GRANTING

            	
              :

            	
              an
                easement over said Easement "9204"

            


    

    


    END
      OF EXHIBIT A

    Tax
      Map Key No.: (1) 9-1-075-009

     

    
      
        
        

      

      
        
          
            EXHIBIT
              A

          

          Page
            4 of
            4