EX-10.26

EX-10.26 27 d302947dex1026.htm EX-10.26 EX-10.26

Exhibit 10.26

MANAGEMENT AGREEMENT

(Treasure Island)

July 2, 2016

TABLE OF CONTENTS


			Page

Article	1	Definitions		2

Article	2	Engagement and Services of Manager		8

	2.1	Engagement		8

	2.2	Acceptance of Engagement and Performance Standard		9

	2.3	Specifically Included Services		9

	2.4	Specifically Excluded Services		9

	2.5	Intentionally Deleted		10

	2.6	Manager Personnel and Representatives		10

	2.7	Compliance with Laws		10

	2.8	Compliance with Project Requirements		10

	2.9	Appointment as Authorized Representative and Delegation of Authority		10

	2.10	Manager Not Obligated to Execute Project Contracts		11

	2.11	Hazardous Materials		11

Article	3	Payment of TIH Costs; Financial Assurances		11

	3.1	Responsibility for TIH Costs		11

	3.2	Payment Processing Deadlines and Protocols		12

	3.3	Payment of TIH Costs		12

	3.4	Reimbursement		12

	3.5	Financial Assurances		12

Article	4	TIH’s Responsibilities		13

	4.1	Cooperation of TIH		13

	4.2	TIH Submittals		13

	4.3	TIH Personnel and Representatives		13

	4.4	Defects		13

	4.5	Contract Documents; Indemnity Provisions		13

Article	5	Compensation		14

	5.1	Intentionally Omitted		14

	5.2	Compensation		14

Article	6	Duration, Termination, Default		14

	6.1	Duration		14

	6.2	Events of Default		15

	6.3	Termination		16

	6.4	Manager’s Post-Termination Obligations		17

TABLE OF CONTENTS

(continued)


			Page

Article	7	Indemnities		17

	7.1	TIH’s Indemnity		17

	7.2	Manager’s Indemnity		18

	7.3	Notice		18

	7.4	Limitation on Liability		19

	7.5	Survival		19

Article	8	Transfers		19

	8.1	Transfers		19

Article	9	Insurance		20

	9.1	Manager’s Insurance		20

	9.2	Limitations and Non-Waiver		22

	9.3	Wrap Policy		22

Article	10	Disputes		23

	10.1	Mediation		23

	10.2	Judicial Reference		25

Article	11	Representations and Warranties		27

	11.1	Representations and Warranties of Manager		27

	11.2	Representations and Warranties of TIH		28

Article	12	Miscellaneous		29

	12.1	Relationship of Parties		29

	12.2	Interpretation		29

	12.3	Resolution of Contractual Uncertainties		30

	12.4	Entire Agreement		30

	12.5	Amendment; Third Party Beneficiaries		30

	12.6	Successors and Assigns		31

	12.7	Approvals		31

	12.8	Waiver		31

	12.9	Severability		31

	12.10	Time		31

	12.11	Further Acts		32

TABLE OF CONTENTS

(continued)


		Page

12.12	Authority		32

12.13	Effectiveness of Agreement		32

12.14	Counterparts		32

12.15	Confidentiality		32

12.16	Survival		32

12.17	Costs and Expenses		32

12.18	Notices		33


Exhibit A		Intentionally Blank
Exhibit B		Schedule of Performance
Exhibit C		Included Services
Exhibit D		Excluded Services
Exhibit E		TIH and Manager Representatives
Exhibit F		Intentionally Blank
Exhibit G		Payment Processing Deadlines and Protocols
Exhibit H		TIH Submittals Protocols
Exhibit I		Form of Manager Guaranty

iii

MANAGEMENT AGREEMENT

(Treasure Island)

This MANAGEMENT AGREEMENT (TREASURE ISLAND) (as amended from time to time in accordance herewith, this “Agreement”) is made and entered into as of July 2, 2016 (the “Effective Date”), by and between Treasure Island Holdings, LLC, a Delaware limited liability company (“TIH”), and The Newhall Land and Farming Company, LLC, a Delaware limited liability company (“Manager”). Certain capitalized terms used in this Agreement are defined or cross-referenced in Article 1. The Parties are entering into this Agreement with reference to the following facts and circumstances:

RECITALS

A. Pursuant to that certain Amended and Restated Operating Agreement of Treasure Island Community Development, LLC dated as of May 25, 2016 by and among TIH, KSWM Treasure Island, LLC, a California limited liability company (“KSWM Member”), and Stockbridge TI Co-Investors, LLC, a Delaware limited liability company (“SBTI Member”, and together with KSWM Member, each, a “Stockbridge Entity” and collectively, the “Stockbridge Entities”) (as amended from time to time, the “TICD Operating Agreement”), TIH and the Stockbridge Entities each own fifty percent (50%) of the Membership Interests (as defined in the TICD Operating Agreement) in Treasure Island Community Development, LLC, a California limited liability company (“TICD”), and both TIH and KSWM Member serve as co-Managing Members (as such term is defined in the TICD Operating Agreement) of TICD, as more particularly set forth in the TICD Operating Agreement.

B. TICD has obtained certain development rights from the Treasure Island Development Authority, a California non-profit public benefit corporation (“TIDA”), and the City in connection with the development of certain real property in San Francisco known as the Treasure Island Naval Air Station comprising portions of Treasure Island and portions of Yerba Buena Island (as more particularly described in the Development Agreements, the “Master Project”).

C. TICD has entered into definitive transaction documents with respect to development of the Property, including, with TIDA, that certain Disposition and Development Agreement (Treasure Island/Yerba Buena Island), dated for reference purposes as of June 28, 2011, as amended by that certain First Amendment to Disposition and Development Agreement (Treasure Island/Yerba Buena Island), dated for reference purposes as of October 23, 2015 (collectively, and as may be further amended from time to time, the “DDA”), and, with the City, that certain Development Agreement, dated for reference purposes as of June 28, 2011 (as amended from time to time, the “DA” and, together with the DDA and any vertical disposition and development agreement entered into by the Company with TIDA in accordance herewith, the “Development Agreements”).

D. TIH desires to retain Manager to provide certain management services described herein with respect to TIH’s interests in TICD and its obligations under the TICD Operating Agreement, and Manager desires to provide such management services, all as more particularly set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

Definitions

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one (1) or more intermediaries, Controls, is Controlled by or is under Common Control with such specified Person. For purposes of this Agreement, neither Manager nor TIH shall be deemed to be an Affiliate of the other.

“Agreement” is defined in the preamble to this Agreement.

“Annual Business Plan” is defined in the TICD Operating Agreement.

“Applicable Laws” means all federal, state and local laws, regulations, codes, ordinances, requirements and regulations, including building codes, zoning ordinances, orders and requirements of any Governmental Entities or any local Board of Fire Underwriters or Insurance Services offices having jurisdiction with respect to the Managed Improvements or other applicable matter.

“Application for Payment” is defined in Section 5.2.3.

“Approve” means the prior written consent of a Party or other applicable Person to the matter presented, which, in the case of the Parties, shall not be unreasonably withheld, conditioned or delayed unless otherwise expressly set forth in this Agreement. “Approval”, “Approved” and other variations of Approve have correlative meanings.

“Architects/Engineers” means any and all architects and engineers that are party to a Design and Engineering Contract.

“Bankruptcy” means, with respect to a specified Person, (a) the voluntary filing of an application by such Person for relief of such Person under any federal or state bankruptcy or insolvency law, (b) such Person’s consent to the appointment of a trustee, receiver, liquidator, or custodian of itself or a substantial part of its assets, (c) the entry of an order for relief with respect to such Person in proceedings under the United States Bankruptcy Code, as amended or superseded from time to time, (d) the making by such Person of a general assignment for the benefit of creditors, (e) the involuntary filing of an application for relief against such Person under any federal or state bankruptcy law, or the entry (if opposed by the Person) of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or custodian of the assets of such Person, unless the application or proceedings, as the case may be, are dismissed within ninety (90) days, (f) the failure by such Person generally to pay its debts as they become due within the meaning of section 303(h)(1) of the United States Bankruptcy Code, as determined by the Bankruptcy Court, or the Person’s admission in writing of its inability to pay its debts as they become due, (g) the commencement by such Person of a voluntary case or other proceedings seeking liquidation, reorganization, or other relief with respect to itself or its

debts under any bankruptcy, insolvency, or other similar Law now or hereafter in effect, or the consent by such Person to any relief or to the appointment or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (h) the dissolution of such Person in whole or in part.

“Business Day” means a day other than a Saturday, Sunday or holiday recognized by federally insured banks in the State of California.

“CCIP” is defined in Section 9.3.

“City” means the City and County of San Francisco.

“Claim” means any and all demands, actions, litigation, suits, arbitrations, mediations, investigations by Governmental Entities, disputes, controversies or similar claims, whether or not made by third parties or arising out of events affecting third parties.

“Common Control” means that two or more Persons are Controlled by the same other Person.

“Construction Contracts” means any contracts or agreements executed by or on behalf of TICD or any Property Owner Subsidiary and a Contractor for construction grading, excavation, pre-construction, construction, design-build or other construction work or services with respect to the Managed Improvements.

“Consulting Contracts” means any contracts or agreements executed by or on behalf of TICD or any Property Owner Subsidiary and a Project Consultant for management, consulting, professional or other services with respect to the Managed Improvements and/or the Managed Design.

“Contractors” means any and all general contractors and contractors that are party to a Construction Contract.

“Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. The possession, directly or indirectly, by another Person of a right to directly or indirectly approve or consent to (or otherwise restrict) certain business or affairs of such Person through major decision rights or similar protective approval rights shall not, in and of itself, constitute or indicate Control, nor shall a Person be deemed not to possess Control solely because another Person possesses, directly or indirectly, such major decision rights or similar protective approval rights with respect to such Person. “Controlled” and “Controlling” have correlative meanings.

“DA” is defined in the Recitals.

“DDA” is defined in the Recitals.

“Defaulting Party” is defined in Section 6.2.

“Delegation of Authority” is defined in Section 2.9.

“Design and Engineering Contracts” means any contracts or agreements executed by or on behalf of TICD or any Property Owner Subsidiary and an Architect/Engineer for architectural, design, design-build or engineering work or services for the Managed Improvements and/or Managed Design, including any architect, civil engineering, structural engineering, mechanical engineering and surveying services.

“Design Documents” means all drawings, plans and specifications for the Managed Improvements and/or Managed Design, including conceptual, schematic, design development, construction, design-build and as-built drawings, plans and specifications and all other construction documents for the Managed Improvements and/or the Managed Design.

“Develop” means, with respect to the Managed Improvements, all pre-development and development services necessary or appropriate to design, plan, budget for, obtain Entitlements for, permit, bid, contract, develop and construct the Managed Improvements. “Development” and “Develops” have corollary meanings.

“Development Agreements” is defined in the Recitals.

“Development Costs” means all costs with respect to the development of the Master Project, including all costs with respect to the Managed Improvements and the Managed Design.

“Development Services” means the Services with respect to the Managed Improvements and the Managed Design. For the avoidance of doubt, the Development Services do not include the Membership Services.

“Effective Date” is defined in the preamble to this Agreement.

“Employer Affiliate” means any Affiliate of Manager that is the employer of any personnel that perform Manager’s obligations under this Agreement.

“Entitlements” means all necessary or appropriate Governmental Entity land use permits, licenses, certificates, approvals, authorizations and rights to Develop the Managed Improvements in accordance with the Project Requirements.

“Entity” means any corporation, firm, partnership, limited liability company, limited partnership, association, joint venture, or any similar entity.

“Event of Default” is defined in Section 6.2.

“Financial Assurances” is defined in Section 3.5.

“Government Lists” is defined in Section 11.1.7.3.

“Governmental Approvals” means any required governmental approvals from any Governmental Entities required to Develop the Managed Improvements or obtain approval of the Managed Design.

“Governmental Entity” means any court, administrative agency or commission, or other governmental or quasi-governmental organization with jurisdiction over the Managed Improvements or Managed Design or other applicable matter.

“Hazardous Materials” means “Hazardous Substances” as defined for purposes of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq., and shall also mean any hazardous, toxic or dangerous substance, material, or waste as defined under any Applicable Law applicable to the Property and establishing liability for storage, uncontrolled loss, seepage, filtration, disposal, release, use or existence of such hazardous, toxic or dangerous substance, material or waste, including petroleum or petroleum products, asbestos, radon, polychlorinated biphenyls (“PCBs”) and all of those chemicals, substances, materials, controlled substances, objects, conditions, wastes, living organisms or combinations thereof that are now or become in the future listed, defined or regulated in any manner by any Applicable Law based upon its being, directly or indirectly, hazardous to human health or safety or to the environment due to its radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, phytoxicity, infectiousness or other harmful or potentially harmful properties or effects.

“Independent Contractors” means any and all contractors (including Contractors), subcontractors, Architects/Engineers, Project Consultants, suppliers, title companies, escrow companies, construction means and methods forensic consultants and other personal and independent contractors that are contracted by or on behalf of TICD or any Property Owner Subsidiary to provide any work, materials, labor or services in connection with the Managed Improvements and/or the Managed Design.

“Insurance Program” is defined in Section 9.3.

“Judge” is defined in Section 10.2.2.

“KSWM Member” is defined in the Recitals and includes such Person’s successors and assigns under the TICD Operating Agreement.

“Lennar” means (i) Lennar Corporation, a Delaware corporation, (ii) in the event of the merger of Lennar Corporation with or into any other Entity, the Entity resulting from such merger, (iii) in the event any Entity acquires all or substantially all of the assets of Lennar Corporation, such acquiring Entity, or (iv) in the event of a conversion of Lennar Corporation into another form or Entity or its redomestication to another jurisdiction, the new converted form of Entity or redomesticated Entity.

“Losses” is defined in Section 7.1.

“Managed Design” means design of the Vertical Improvements undertaken by TICD through approval by TIDA of the Design Development Documents (as defined in the DDA), but expressly excluding any construction drawings (or similar construction documents, plans or specifications).

“Managed Improvements” means the Infrastructure (as defined in the DDA) for the Master Project. For the avoidance of doubt, Managed Improvements does not include any Vertical Improvements contemplated under the DDA to be constructed by Vertical Developers.

“Management Fee” is defined in Section 5.2.1.

“Manager” is defined in the preamble to this Agreement or means its permitted successors and assigns hereunder.

“Manager Representatives” means the individuals listed on Exhibit E as Manager Representatives, as amended from time to time by Manager in accordance herewith, and any other individual to whom Manager delegates authority pursuant to a Delegation of Authority. For the avoidance of doubt, a Manager Representative shall have the right to execute and deliver any Approval or any Delegation of Authority hereunder on behalf of Manager.

“Managing Member” is defined in the TICD Operating Agreement.

“Master Project” is defined in the Recitals.

“Member” is defined in the TICD Operating Agreement.

“Membership Costs” means all costs of TIH as a Member, including costs of exercising and performing TIH’s rights and obligations as a Member and as a co-Managing Member under the TICD Operating Agreement.

“Membership Services” means the Services with respect to TIH’s interests and obligations under the TICD Operating Agreement. For the avoidance of doubt, the Membership Services do not include the Development Services.

“Non-Defaulting Party” is defined in Section 6.2.

“OCIP” is defined in Section 9.3.

“Parties” means TIH and Manager.

“Party” means TIH or Manager, as the context requires.

“Payment Processing Deadlines and Protocols” is defined in Section 3.2.

“Performance Standard” means the level of care and diligence generally expected of developers of projects comparable in size, use, quality, location and value to the Managed Improvements.

“Person” means any natural person, Entity or Governmental Entity.

“Project Consultants” means any and all attorneys, professionals, managers and other consultants that are party to a Consulting Contract.

“Project Contract Modifications” means any amendment, restatement or other modification to a Project Contract.

“Project Contracts” means the Design and Engineering Contracts, Construction Contracts, Consulting Contracts and any other contracts or agreements executed by or on behalf of TICD or any Property Owner Subsidiary with respect to the Managed Improvements and/or Managed Design, as the same may be amended, restated or otherwise modified by a Project Contract Modification.

“Project Requirements” means, as they relate to the Managed Improvements and/or the Managed Design, all Applicable Laws and Governmental Approvals and the terms, conditions and requirements of the DDA, and any Assignment and Assumption Agreement (as defined in the DDA) thereof pursuant to which TICD or a Property Owner Subsidiary becomes bound to the DDA, all Authorizations (as defined in the DDA) and Permits to Enter (as defined in the DDA) to which TICD or a Property Owner Subsidiary is a party, the Project Contracts, and agreements and arrangements entered into in connection with the Managed Improvements and/or the Managed Design, but excluding the Separation and Distribution Agreement and other agreements between or among Manager and TIH or any of their respective Affiliates entered into in accordance with the Separation and Distribution Agreement.

“Property” means the real property owned by, or leased or licensed to, TICD or a Property Owner Subsidiary upon which the Managed Improvements are planned to be constructed and the real property on which the Vertical Improvements that are the subject of the Managed Design are planned to be constructed.

“Property Owner Subsidiary” means TICD’s wholly owned subsidiary that owns, leases or licenses a portion of the Property for the Managed Improvements.

“SBTI Member” is defined in the Recitals and includes such Person’s successors and assigns under the TICD Operating Agreement.

“Schedule of Performance” means a schedule to Develop the Managed Improvements and for the design of the Managed Design that Manager shall create pursuant to this Agreement and that shall incorporate the timing requirements of the “Schedule of Performance” under the DDA, as such schedule may be may be modified and updated from time to time by Manager subject to TIH’s Approval. The Schedule of Performance as of the Effective Date is attached hereto as Exhibit B.

“Separation and Distribution Agreement” means that certain Amended and Restated Separation and Distribution Agreement by and between The Shipyard Communities, LLC, a Delaware limited liability company and an Affiliate of Manager, and CPHP Development, LLC, a Delaware limited liability company and an Affiliate of TIH, dated as of May 2, 2016.

“Services” is defined in Section 2.1 and includes Membership Services and Development Services.

“Stockbridge Entity” and “Stockbridge Entities” are defined in the Recitals.

“TICD” is defined in the Recitals and includes its direct and indirect wholly owned subsidiaries.

“TICD Operating Agreement” is defined in the Recitals.

“TIDA” is defined in the Recitals.

“TIH” is defined in the preamble to this Agreement and includes its permitted successors and assigns hereunder.

“TIH Costs” means Development Costs and Membership Costs.

“TIH Representatives” means the individuals listed on Exhibit E as TIH Representatives, as amended from time to time by TIH in accordance herewith, and any other individual to whom TIH delegates authority pursuant to a Delegation of Authority. For the avoidance of doubt, a TIH Representative shall have the right to execute and deliver any Approval or any Delegation of Authority hereunder on behalf of TIH.

“TIH Submittals” is defined in Section 4.2.

“TIH Submittals Protocols” is defined in Section 4.2.

“Transfer” means to convey, transfer, sell or assign. “Transferred”, “Transferring” and other variations of Transfer have correlative meanings.

“Vertical DDA” is defined in the DDA (and includes any Vertical LDDA, as defined in the DDA).

“Vertical Developers” is defined in the DDA.

“Vertical Improvements” means the improvements to be constructed under Vertical DDAs by Vertical Developers.

ARTICLE 2

Engagement and Services of Manager

2.1 Engagement. TIH hereby engages Manager as an independent contractor to manage, perform, arrange, supervise, coordinate, and negotiate contracts with third parties on TIH’s behalf with respect to TIH’s interests under the TICD Operating Agreement, including certain of its rights and obligations as a Member and as a co-Managing Member of TICD and including certain of TIH’s rights and obligations as a co-Managing Member under the TICD Operating Agreement to manage, perform, arrange, supervise, coordinate, and negotiate contracts with third parties on TICD’s behalf for (i) all pre-development and development services necessary or appropriate to Develop the Managed Improvements, (ii) exercising and performing the other rights and obligations of TICD as Developer (as defined in the Development Agreements) under the Development Agreements, and (iii) development of, and obtaining Approval by TIDA of, the Managed Design, and to perform all other services and all duties of Manager more particularly described in this Agreement (collectively, the “Services”), in each case subject to the restrictions and other terms and conditions of this Agreement.

2.2 Acceptance of Engagement and Performance Standard. Manager hereby accepts its engagement to perform the Services and, subject to the terms of this Agreement, shall utilize the Performance Standard to perform the Services in a manner that is consistent with the Annual Business Plan, consistent with the Schedule of Performance and in compliance with the TICD Operating Agreement and the Project Requirements. The Parties acknowledge and agree that: (i) Manager is not acting as a contractor and is not an architect, structural, civil or other engineer or other design professional, and shall not be required to provide any construction, design or other architectural services under this Agreement; (ii) this Agreement and Manager’s performance hereunder shall not constitute a guaranty by Manager of the performance of the Contractors, Architects/Engineers and Project Consultants; (iii) Manager has not guaranteed any projected results in any Annual Business Plan, Schedule of Performance or other projection; (iv) Manager shall not have any liability for any actions taken at the express written direction or request of a TIH Representative, provided that Manager shall inform such TIH Representative prior to taking any such action that Manager believes is materially inconsistent with the Project Requirements or the TICD Operating Agreement; and (v) Manager shall not have any obligations hereunder to TICD, to TICD’s Members other than TIH or to any Property Owner Subsidiaries. Manager’s review and supervision of any matters submitted by any Independent Contractor shall not constitute any representation or warranty by Manager (and Manager makes no such representation or warranty) that such matters or any work performed by such Persons in connection therewith comply with Applicable Laws or requirements or applicable standards of care or as to the accuracy of such matters, including methods and materials used in construction. In performing the Services, Manager shall be authorized to use not only its own employees, but also such third-party providers of labor, material and services, including contractors, construction managers, subcontractors, surveyors, engineers, architects, attorneys, consultants and similar experts, as Manager shall deem necessary or appropriate with the Approval of TIH or otherwise consistent with the Annual Business Plan. It is acknowledged and agreed TIH and/or TICD will hire one or more third party construction managers recommended by Manager that TICD Approves, in accordance with the Annual Business Plan, to assist in the performance of the Services, and the costs of such construction managers hired by TIH or TICD shall be TIH Costs.

2.3 Specifically Included Services. Subject to the restrictions and other terms and conditions of this Agreement, including compliance with the Performance Standard, the Services shall include the items set forth on Exhibit C. Either Party may from time to time propose revisions to the Services set forth on Exhibit C, which such revisions shall be subject to the Approval of the Parties.

2.4 Specifically Excluded Services. Notwithstanding anything to the contrary herein, the Services shall not include, and Manager shall not be required to perform, any of the matters set forth on Exhibit D, and the provision of such services shall be subject to the Approval of Manager and TIH and such Approval by Manager may be conditioned upon the payment of mutually acceptable compensation and reimbursement of costs to Manager. Either Party may from time to time propose revisions to the Services set forth on Exhibit D, which such revisions shall be subject to the Approval of the Parties.

2.5 Intentionally Blank.

2.6 Manager Personnel and Representatives. Manager shall assign, remove and replace qualified and experienced personnel to perform Manager’s obligations under this Agreement, including responding to requests made in accordance herewith from TIH. The personnel so assigned shall be the employees of Manager or its Affiliates and not of TIH. Without limiting the generality of the foregoing, Manager hereby appoints the individuals listed on Exhibit E as its initial Manager Representatives. The Manager Representatives shall have the authority to bind Manager and execute on behalf of Manager (but, for the avoidance of doubt, not on behalf of TIH, TICD, or any Property Owner Subsidiary unless expressly provided in a Delegation of Authority) where applicable: (i) Governmental Approvals, Project Contracts, Project Contract Modifications and other documents, instruments and agreements in connection with the Managed Improvements, (ii) any Approvals in connection with the subject matter of the Services and (iii) delegations of authority and any other documents, instruments and agreements in connection with this Agreement and/or the Services. Manager may assign new Manager Representatives or remove or replace any Manager Representative from time to time with properly qualified new or replacement individuals by written notice thereof to TIH. For so long as Five Point Operating Company, LLC Controls Manager, unless otherwise Approved by TIH, such personnel and individuals shall be employees of Five Point Operating Company, LLC or of its direct or indirect wholly owned subsidiaries.

2.7 Compliance with Laws. Manager shall utilize efforts consistent with the Performance Standard to require the Contractors to Develop the Managed Improvements and the Architects/Engineers to prepare the Managed Design such that they comply in all material respects with Applicable Laws. Manager shall exercise the Performance Standard to take all steps necessary or appropriate to remove any and all violations of Applicable Laws with respect to the Managed Improvements and shall notify TIH promptly of (i) all material violations and (ii) all nonmaterial violations that it discovers and that are not promptly remedied promptly following discovery by Manager. Manager shall, at the cost of TIH, utilize efforts in accordance with the Performance Standard to obtain and maintain, in TIH’s or TICD’s (or, at the request of TIH, an Affiliate of either’s) name whenever possible, all licenses and permits required by Applicable Law of TIH and TICD (or the Property Owner Subsidiaries) in connection with the development of the Managed Improvements or any portion thereof. Manager shall be responsible for, shall obtain and maintain in good standing, and shall pay all costs and expenses in connection with, any and all licenses Manager is required to have under Applicable Law in connection with the performance of the Services. The costs of compliance and licenses (but not including the costs of licenses Manager is required to have in connection with the performance of the Services) shall be TIH Costs.

2.8 Compliance with Project Requirements. In performing the Development Services, Manager shall utilize efforts consistent with the Performance Standard to require the Contractors to comply with all Project Requirements.

2.9 Appointment as Authorized Representative and Delegation of Authority. Either Party may from time to time propose or update a written delegation of authority from TIH to Manager to (i) finalize and submit final applications and submittals for Governmental Approvals on behalf of TICD or the Property Owner Subsidiaries (as a co-Managing Member),

and/or (ii) take other specified actions on behalf of TICD (or the Property Owner Subsidiaries) with respect to the Managed Improvements and/or the Managed Design or the Property Owner Subsidiaries (as a co-Managing Member) or with respect to matters under the TICD Operating Agreement (as a Member or as a co-Managing Member), which delegation of authority shall be subject to the Approval of the Parties (any such written delegation, including to the extent set forth in the TIH Submittals Protocols and the Payment Processing Deadlines and Protocols, as the same may be modified from time to time with the Approval of the Parties, a “Delegation of Authority”). Except to the extent set forth in a Delegation of Authority, TIH shall retain all authority to finalize and submit final applications and submittals for Governmental Approvals and execute and deliver all documents, instruments and agreements, including Project Contracts and Project Contract Modifications, with respect to the Managed Improvements, Managed Design and/or matters under the TICD Operating Agreement. If the Parties Approve a Delegation of Authority, TIH shall execute such powers of attorney or other documents reasonably required to evidence such Delegation of Authority, and Manager shall utilize efforts consistent with the Performance Standard to take all actions and execute and deliver all such documents, instruments and agreements, governed by such Delegation of Authority. Either Party shall have the right to terminate a Delegation of Authority upon delivery of prior written notice to the other Party. If Manager enters into any document, instrument or agreement on behalf of TIH pursuant to a Delegation of Authority, it shall execute such document, instrument or agreement as agent for TIH, and shall not assume any personal liability solely as a result of its execution of such document, instrument or agreement.

2.10 Manager Not Obligated to Execute Project Contracts. Notwithstanding anything to the contrary in this Agreement, except as expressly required in a Delegation of Authority, in no event shall Manager be required to: (i) enter into any Project Contracts, Project Contract Modifications, applications or assurances with respect to Governmental Approvals or bonds, or any other document, instrument or agreement on behalf of TIH or TICD; (ii) enter into any such contracts, documents and agreements in its own name; or (iii) execute or enter into any loan document as agent for TIH or TICD or certify (or perform a similar function) to any lender as to any information in connection with the Managed Improvements, the Managed Design or the Vertical Improvements, regardless of whether such certification and the delivery thereof by TIH or TICD to a lender is required under the applicable loan documents.

2.11 Hazardous Materials. Manager shall not itself use, generate, store or dispose of any Hazardous Materials on, within or under the Property except in a manner and quantity reasonably necessary or appropriate for the performance of its responsibilities hereunder, and then only in compliance with all Applicable Laws.

ARTICLE 3

Payment of TIH Costs; Financial Assurances

3.1 Responsibility for TIH Costs. All TIH Costs shall be the responsibility of and shall be paid directly by TIH. Without limiting the generality of the foregoing, Manager acknowledges and agrees that TIH may cause TICD to directly pay (or reimburse TIH for) Development Costs and certain other costs provided that all such costs are in accordance with the TICD Operating Agreement or otherwise Approved by TIH.

3.2 Payment Processing Deadlines and Protocols. It is understood and agreed that the timely payment of Independent Contractors and Governmental Entities is critical to the successful completion of the Managed Improvements and the Managed Design in accordance with the Annual Business Plan and the Schedule of Performance, and of other amounts due under the TICD Operating Agreement and of other Membership Costs is critical to TIH’s interests under the TICD Operating Agreement. The Parties agree to cooperate in good faith to timely process and Approve the payment of all TIH Costs. In furtherance thereof, Manager has established and will utilize the Performance Standard to comply with the written payment Approval and processing terms and procedures designed to meet and be consistent with the terms of the Project Requirements and the TICD Operating Agreement as set forth on Exhibit G attached hereto (as the same may be modified from time to time with the Approval of the Parties, the “Payment Processing Deadlines and Protocols”). Either Party may from time to time propose an update to the Payment Processing Deadlines and Protocols, which such update shall be subject to the Approval by the Parties. The Parties shall comply with the Payment Processing Deadlines and Protocols.

3.3 Payment of TIH Costs. Upon the recommendation for payment by Manager and Approval by TICD, TIH shall timely make (or cause TICD or a Property Owner Subsidiary to timely make) all payments for TIH Costs in accordance with the terms of the applicable TICD Operating Agreement and the Project Requirements under which the obligation to make such payment arose or otherwise are subject and in accordance with the Payment Processing Deadlines and Protocols.

3.4 Reimbursement. Manager shall have no obligation to incur or pay any Development Costs, including, for the avoidance of doubt, any costs to Develop, including planning, design, budgeting for, Entitlements, permitting, bidding, contracting, development or construction of the Managed Improvements, the Managed Design or the Vertical Improvements, or to incur or pay any Membership Costs, including, for the avoidance of doubt, any costs with respect to TIH’s interests in TICD. If Manager pays any such costs for which TIH is responsible in accordance with the Annual Business Plan or as otherwise Approved by TIH, TIH shall reimburse Manager for such costs. The salaries and benefits for Manager’s (or its Affiliates’) officers, employees and other staff, and Independent Contractors contracted by Manager or its Affiliates that are not expressly Approved for reimbursement by TIH (and not solely through Approval of the Annual Business Plan), are not TIH Costs hereunder and are not subject to reimbursement under this Section 3.4.

3.5 Financial Assurances. To the extent any bonding, guaranties, deposits or other credit support or financial assurances (collectively, “Financial Assurances”) are required with respect to the Managed Improvements and/or the Vertical Improvements, such Financial Assurances shall be provided or caused to be provided by TIH and Manager shall not have any responsibility to provide or pay for any such Financial Assurances or provide any indemnities in connection therewith.

ARTICLE 4

TIH’s Responsibilities

4.1 Cooperation of TIH. Upon request by Manager at any time and from time to time, TIH shall furnish Manager with any and all information and documents reasonably available to TIH and reasonably required by Manager to perform the Services.

4.2 TIH Submittals. The Parties acknowledge that the timely processing of Design Documents, Governmental Approvals, Project Contracts, Project Contract Modifications and other documents, instruments and agreements with respect to the Development Services and/or the Membership Services (collectively, “TIH Submittals”) is critical to the successful performance of the Services and completion of the Managed Improvements and the Managed Design in accordance with the Annual Business Plan and the Schedule of Performance and exercise and performance of certain of TIH’s rights and obligations under the TICD Operating Agreement, as applicable, and the Parties agree to cooperate in good faith to timely process such matters. In order to establish timeframes and procedures for processing the TIH Submittals, attached as Exhibit H are procedures, a schedule and a matrix of authority with respect to the processing of the TIH Submittals (as the same may be modified from time to time with the Approval of the Parties, the “TIH Submittals Protocols”). Either Party may from time to time propose an update to the TIH Submittals Protocols, which such update shall be subject to the Approval by the Parties. The TIH Submittals Protocols shall include a reasonable period of time for TIH’s representatives to review and provide comments with respect to the TIH Submittals, which periods shall be consistent with requirements of the Schedule of Performance, to the extent applicable. TIH shall review and provide any comments to any TIH Submittal within the time frames set forth in the TIH Submittals Protocols, and if TIH objects to any material portion of a TIH Submittal, it shall provide such objection in writing and meet with Manager regarding such TIH Submittal. In no event shall Manager or TIH take any action that is materially inconsistent with the TIH Submittals Protocols unless otherwise Approved by the other Party.

4.3 TIH Personnel and Representatives. TIH shall assign, remove and replace qualified and experienced personnel to perform TIH’s obligations under this Agreement, including responding to requests made in accordance herewith from Manager. The personnel so assigned shall be the employees of TIH or its Affiliates and not of Manager. Without limiting the generality of the foregoing, TIH hereby appoints the individuals listed on Exhibit E as its initial TIH Representatives. The TIH Representatives shall have the authority to bind TIH, TICD, and its Property Owner Subsidiaries and execute on behalf of any of them (i) Governmental Approvals, Project Contracts, Project Contract Modifications and other documents, instruments and agreements in connection with the subject matter of the Development Services, (ii) any Approvals in connection with the subject matter of the Services, (iii) any documents, instruments and agreements under the TICD Operating Agreement and other documents, instruments and agreements in connection with the subject matter of the Membership Services and (iv) other documents, instruments and agreements in connection with this Agreement and/or the Services. TIH may assign new TIH Representatives or remove or replace any TIH Representatives from time to time with properly qualified new or replacement individuals by written notice thereof to Manager. For so long as Lennar Controls TIH, such personnel and individuals shall be employees of Lennar or its direct or indirect wholly owned subsidiaries.

4.4 Defects. If TIH becomes aware of any material construction or design defect in the Managed Improvements or Managed Design or non-conformance with the construction documents for the Managed Improvements, TIH shall give written notice thereof to the other Party.

4.5 Contract Documents; Indemnity Provisions. TIH shall provide to Manager a form or forms of Independent Contractor indemnity provisions to be inserted into initial drafts of Project Contracts, which shall provide indemnification in favor of both TIH and Manager. Unless otherwise directed by TIH, Manager shall utilize efforts consistent with the Performance Standard to have the TIH-provided indemnity provisions incorporated into the initial draft of each Project Contract prepared by Manager with respect to the Managed Improvements or Managed Design pursuant to this Agreement. TIH shall be responsible for reviewing, negotiating and Approving any changes requested to any such indemnity provisions or any other legal terms of the Project Contracts.

ARTICLE 5

Compensation

5.1 Intentionally Omitted.

5.2 Compensation.

5.2.1 Management Fee. TIH shall pay to Manager an annual fee of Three Million Six Hundred Thousand Dollars ($3,600,000) (the “Management Fee”) which shall consist of (i) a fee for Manager’s personnel assigned by Manager to perform the Services hereunder in the amount of Two Million One Hundred Thousand Dollars ($2,100,000) and (ii) a fee for Manager’s corporate personnel and overhead in the amount of One Million Five Hundred Thousand Dollars ($1,500,000). TIH shall pay the Management Fee in twelve (12) equal monthly installments per year, payable in advance as of the first Business Day of each month.

5.2.2 Staffing Costs. To the extent that through no fault of Manager, (i) Manager believes it needs to materially increase its personnel assigned to perform TIH’s obligations under this Agreement in accordance with Section 4.3 or (ii) the costs of such personnel materially increase, Manager and TIH shall negotiate in good faith as to whether it is fair and equitable to increase the Management Fee or reduce the Services to be commensurate with the existing Management Fee.

5.2.3 Payment. Once per month, Manager may submit to TIH an application for payment that shall include invoices for the Management Fee for the applicable month and all reimbursements due to Manager in accordance with Section 3.4 with reasonable supporting documentation (an “Application for Payment”). Subject to any good faith disputes, TIH shall pay Manager the amount shown on the Application for Payment within ten (10) days of Manager’s submittal of such Application for Payment.

ARTICLE 6

Duration, Termination, Default

6.1 Duration. This Agreement shall become effective on the Effective Date and, unless sooner terminated as hereinafter provided, shall continue until, and shall automatically terminate, five (5) years after the Effective Date.

6.2 Events of Default. A Party shall be deemed to be a “Defaulting Party” and an “Event of Default” shall be deemed to have occurred if any of the following events occurs with respect to such Party, the other Party (the “Non-Defaulting Party”) has given notice thereof to the Defaulting Party, and the time period (if any) provided below for cure of such events elapses without cure having been made:

6.2.1 with respect to any Party, if such Party fails to pay the other Party the amounts due hereunder within ten (10) days following written notice of such failure.

6.2.2 if any material default occurs in the performance of any material obligation (other than another obligation described in this Section 6.2) by such Party hereunder and such default continues for thirty (30) days after written notice from the Non-Defaulting Party to such Party; provided however, if the default is of such a nature that it cannot be cured in such thirty (30) day period, such Party shall not be deemed to be in default if it commences to cure the default within such thirty (30) day period and thereafter diligently pursues such cure to completion, provided that it completes such cure within ninety (90) days after such default.

6.2.3 if such Party shall default under Section 8.1 and such default is not cured within thirty (30) days of notice thereof to the Defaulting Party.

6.2.4 if such Party is the subject of a Bankruptcy.

6.2.5 with respect to Manager, if Manager or its Affiliate or one of their respective employees misappropriates funds of TIH, or commits a felony or willful misconduct, fraud or gross negligence with respect to TIH, TICD or any Property Owner Subsidiary, the Services, the Managed Improvements (or any portion thereof) or the Property (or any portion thereof); provided that if any of the foregoing events is committed (a) by an employee of Manager or any of its Affiliates who is not a Vice President or more senior officer (or holds a comparable position) of Manager or any of its Affiliates, and (b) without the actual prior knowledge, action or knowing involvement of any Vice President or more senior officer (or similar position) of Manager or any of its Affiliates, such event may be cured if, within thirty (30) Business Days after being notified of such event, Manager (i) permanently removes such employee from the Property and any performance of the Services and replaces such employee, (ii) makes full restitution to TIH of all Losses caused by, in connection with or arising out of such event (less any portion of such Losses that has been recovered from insurance held by TIH and insured by a third party that is not an Affiliate of TIH, and excluding from such carve out all deductibles and self-retention amounts) and (iii) promptly takes all necessary or appropriate actions, as reasonably determined by TIH with respect to such events to protect the interests of TIH. For the avoidance of doubt, unless otherwise agreed to by TIH in its sole discretion, the right of Manager to cure pursuant to this Section 6.2.5 shall only be allowed if the act by or on behalf of Manager or its Affiliate requiring such cure will not, after such cure, materially adversely affect Manager’s ability to timely perform its obligations under this Agreement in accordance with the Performance Standard or otherwise have a material adverse effect on the Managed Improvements.

6.3 Termination. This Agreement may be terminated without penalty at any time upon written notice thereof to the other Party (and on any such termination, TIH shall promptly pay Manager all amounts due hereunder through the termination date):

6.3.1 by TIH, if Manager has committed an Event of Default;

6.3.2 by Manager, if TIH has committed an Event of Default;

6.3.3 by Manager, if TIH is no longer Controlled by Lennar;

6.3.4 by TIH, on ninety (90) days’ written notice thereof, for any reason or no reason, in which case TIH shall also promptly pay Manager a severance fee equal to six (6) months of the Management Fee;

6.3.5 by TIH or Manager, in the event of a sale, Transfer, exchange, conveyance in foreclosure, conveyance in lieu of foreclosure, appointment of a receiver or other disposition of all or substantially all of the Managed Improvements or TICD’s other interests in the Master Project or of TIH’s interests in TICD, in any case to any Person that is not Controlled by Lennar, in which case TIH shall also promptly pay Manager a severance fee equal to six (6) months of the Management Fee less fees then scheduled to be paid to Manager or its Affiliate by the subsequent owner of such property in the subsequent six (6) months for similar management services to those provided by Manager hereunder (and if such fees are not then scheduled but are later paid with respect to such services over such period, Manager shall promptly reimburse the severance fee to TIH to the extent of such later paid fees) (provided that no such severance fee shall be due in the event of a termination in the event of a conveyance in foreclosure, conveyance in lieu of foreclosure or appointment of a receiver);

6.3.6 by Manager, on ninety (90) days’ written notice thereof, if TIH shall assign or otherwise Transfer its rights, obligations and interest in TICD to any Person that is not Controlled by Lennar in which case TIH shall promptly pay Manager all amounts due hereunder through the termination date, plus a severance fee equal to six (6) months of the Management Fee; or

6.3.7 by TIH or Manager, on ninety (90) days’ written notice thereof, if either of the management agreements entered into by Affiliates of TIH and Manager on the Effective Date with respect to the development of certain projects on Candlestick Point and the Hunters Point Shipyard is terminated in accordance with their terms by such Party’s Affiliate prior to the substantial completion of the improvements managed thereunder.

For the avoidance of doubt, for purposes of Section 6.3.3, a change in Control of TIH shall not be deemed to occur, and for purposes of Sections 6.3.5 and 6.3.6 a Person shall be deemed to be Controlled by Lennar, so long as (a) a Lennar subsidiary remains the manager or managing member (or similar managerial position) of TIH or an Entity that owns directly or indirectly one hundred percent (100%) of the ownership interests in TIH with typical manager or managing member duties, subject only to major decisions that require the approval of the other owner(s) of TIH or such Entity that owns, directly or indirectly, one hundred percent (100%) of the ownership interests in TIH; and (b) Lennar continues to own, directly or indirectly, at least twenty percent (20%) of the beneficial interests in TIH.

6.4 Manager’s Post-Termination Obligations. Upon the expiration or earlier

termination of this Agreement, Manager shall promptly surrender and deliver to TIH (or its designee) any space owned or leased by TIH, TICD or any Property Owner Subsidiary and occupied by Manager in connection with this Agreement and shall make delivery to TIH or to TIH’s designee or agent, at Manager’s principal office in connection with the Managed Improvements, the following:

6.4.1 a final accounting of all expenses as of the date of termination of this Agreement;

6.4.2 any funds of TIH, TICD or any Property Owner Subsidiary held by or on behalf of Manager;

6.4.3 any motor vehicles used in connection with the maintenance,

management and operation of the Property and owned by TIH, TICD, or any Property Owner Subsidiary; and

6.4.4 all other records, contracts, insurance documentation, Approvals, receipts for deposits, unpaid bills, bank statements and records, paid bills and all other financial books and records, papers and documents, keys and contracts and any microfilm, electronic or computer disk of any of the foregoing which relate to the Managed Improvements, whether in possession of Manager or a Person engaged or employed by Manager. All such data, information and documents shall at all times constitute the property of TIH, TICD or its Property Owner Subsidiary.

Manager hereby agrees to furnish all of the above-listed information and take all such action as TIH shall reasonably require to effectuate an orderly and systematic termination of Manager’s duties and activities under this Agreement and an orderly transition of the same to any new manager(s) for the development of the Managed Improvements, including the assignment to TIH (or its designee, including any new manager as directed by TIH) of any and all contracts and other agreements entered into by Manager on behalf of TIH, TICD, or any Property Owner Subsidiary, or, if permitted, in Manager’s own name that TIH desires to assume, solely with respect to the Managed Improvements. Manager shall, at its cost, promptly remove all signs that it placed at the Property indicating that it is development manager for the Managed Improvements and restore all material damage resulting therefrom. This Section 6.4 shall survive the termination of this Agreement.

ARTICLE 7

Indemnities

7.1 TIH’s Indemnity. TIH shall indemnify, defend and hold harmless Manager, its Affiliates and their respective owners, members, subsidiaries, partners, officers, directors, and employees from and against any and all damages, injuries, losses, debts, penalties, fines, awards, judgments, fees, liabilities, costs and expenses (including reasonable attorneys’, paralegals’, accountants’ and other professionals’ fees, costs and expenses, including those incurred in investigating, preparing and/or defending any Claims covered hereby through all appeals and any Bankruptcy proceedings) (collectively, “Losses”) arising out of, relating to or in connection with

this Agreement, including the Services, except to the extent such Losses were caused, contributed to or exacerbated by the willful misconduct, gross negligence or fraud of Manager or its Affiliates. For purposes of this Section 7.1, Losses shall not include any Claims between or among (i) Manager or any of its Affiliates, on the one hand, and (ii) any other Affiliate or Affiliates of Manager, on the other hand.

7.2 Manager’s Indemnity. Manager shall indemnify, defend and hold harmless TIH, its Affiliates and their respective owners, members, subsidiaries, partners, officers, directors, and employees from and against any and all Losses arising out of, relating to or in connection with this Agreement, to the extent caused, contributed to or exacerbated by the gross negligence, willful misconduct or fraud of Manager or any of its Affiliates. The foregoing indemnification standards shall not limit any liability of Manager covered under any errors or omissions or other insurance required to be maintained by Manager pursuant to Article 9. Contemporaneously herewith, Manager has caused Five Point Operating Company, LLC to deliver to TIH a guaranty agreement in the form attached as Exhibit I guarantying Manager’s payment obligations under this Section 7.2.

7.3 Notice. TIH and Manager shall promptly notify the other in writing of the existence of any Losses or matters that such Party believes is reasonably likely to result in any Losses subject to the indemnification under Section 7.1 or 7.2.

7.3.1 If any such Loss, including any applicable Claim:

7.3.1.1 involves or requires legal defense, the indemnifying Party shall promptly undertake such legal defense, with counsel reasonably acceptable to the indemnified Party, as it deems necessary or appropriate and if such legal defense is provided by the indemnifying Party without reservation of rights, then the indemnified Party may not undertake to separately defend such suit, action, investigation or other proceeding; provided, however, that, if within thirty (30) days after receiving written notice of the existence of a matter constituting a Claim, the indemnifying Party has not undertaken the legal defense of such suit, action, investigation or other proceeding without reservation of rights (and has provided notice thereof to the indemnified Party), or at any time the indemnified Party reasonably determines that the indemnifying Party is not adequately or diligently pursuing such legal defense, the indemnified Party may, without prejudicing, limiting, releasing or waiving the right of indemnification provided herein, separately defend or retain separate counsel to represent and control the defense as to the indemnified Party’s interest in such suit, action, investigation or other proceeding; provided, however, that no compromise or settlement of any third party Claims may be effected by the indemnifying Party without the indemnified Party’s consent unless (A) there is no finding or admission of any violation of Applicable Law or any violation of the rights of any Party; (B) the sole relief provided is monetary damages that are paid in full by the indemnifying Party; and (C) the indemnified Party shall have no liability with respect to any compromise or settlement of such third party Claims effected without its consent; or

7.3.1.2 involves or requires remedial action, then the indemnifying Party may determine and undertake such remedial action as it deems necessary or appropriate, subject to the Approval of the indemnified Party; provided, however, that, if within thirty (30) days after receiving written notice of the existence of a matter constituting a Claim, the

indemnifying Party has not undertaken the legal defense of such remedial action without reservation of rights (and has provided notice thereof to the indemnified Party), the indemnified Party may, without prejudicing, limiting, releasing or waiving the right of indemnification provided herein, separately undertake the remedial action.

7.3.2 In any event, the indemnified Party, after giving notice to the indemnifying Party, shall have the right to take all necessary or appropriate actions to protect its interest during the thirty (30) day notice period referred to in Sections 7.3.1.1 and 7.3.1.2.

7.4 Limitation on Liability. Notwithstanding anything to the contrary contained in this Agreement, including Section 2.2, (i) Manager shall not be directly or indirectly liable or accountable under this Agreement for TIH’s or any of its Affiliates’ Losses, including those incurred with respect to TICD, its Property Owner Subsidiaries, the Property, the Managed Improvements, the Master Project or the Services, except to the extent caused, contributed to or exacerbated by the gross negligence, willful misconduct or fraud of Manager (or any of its Affiliates) and, (ii) without limiting clause (i) above, in no event shall the aggregate liability of Manager pursuant to this Agreement exceed Five Million Dollars ($5,000,000). Neither Party shall be liable for, and each Party agrees that it will not seek, any punitive, exemplary, indirect, consequential, special or other similar damages under this Agreement, provided that damages actually paid or payable by a Party to a third party (for the avoidance of doubt, including a Person that is not an Affiliate of such Party) shall be deemed actual damages of such Party for purposes of this limitation.

7.5 Survival. This Article 7 shall survive the termination of this Agreement.

ARTICLE 8

Transfers

8.1 Transfers.

8.1.1 Transfers - Manager. Manager shall not without TIH’s Approval in its sole and absolute discretion voluntarily or by operation of Applicable Law Transfer any of its rights, interests and/or obligations under this Agreement, except that Manager may Transfer all, but not less than all, of its rights and obligations under this Agreement to an Affiliate of Manager. Any attempted Transfer made in violation of this Section 8.1 shall be null and void. Any permitted Transfer by Manager must be evidenced by a written assignment and assumption of this Agreement that provides that the assignee shall be responsible for all of Manager’s Transferred obligations under this Agreement from and after the Effective Date. Notwithstanding anything set forth in this Section, unless otherwise Approved by TIH in its sole and absolute discretion in no event shall Manager be relieved of any of its obligations under this Agreement as a result of any Transfer. Notwithstanding the foregoing, The Newhall Land and Farming Company, LLC may without the Approval of TIH Transfer all of its rights, interests and obligations under this Agreement to its Affiliate, TSC Management Co., LLC, a Delaware limited liability company, under a written assignment and assumption of this Agreement and upon such Transfer The Newhall Land and Farming Company, LLC shall automatically and without further documentation be fully released and discharged of all obligations and liability hereunder to the extent assumed by TSC Management Co., LLC, whether arising before, on or after the date of such Transfer.

8.1.2 Transfers - TIH. TIH shall not without Manager’s Approval in its sole and absolute discretion voluntarily or by operation of Applicable Law Transfer any of its rights, interests and/or obligations under this Agreement. Notwithstanding the foregoing, if TIH Transfers all or substantially all of its membership interest in TICD to any Person, it shall contemporaneously (and without Manager’s Approval) Transfer its corresponding rights and obligations under this Agreement to such Person, and such Transfer shall not constitute a breach of this Agreement but shall be subject to Section 6.3, if applicable. Any attempted Transfer made in violation of this Section 8.1.2 shall be null and void. Any permitted Transfer by TIH must be evidenced by a written assignment and assumption of this Agreement that provides that the assignee shall be responsible for all of THI’s Transferred obligations under this Agreement from and after the Effective Date. Notwithstanding anything set forth in this Section, unless otherwise Approved by Manager in its sole and absolute discretion, in no event shall TIH be relieved of any of its obligations under this Agreement that accrued prior to the effective date of such Transfer as a result of any Transfer permitted hereunder.

8.1.3 Notice. For any Transfer by a Party permitted hereunder, the Transferring Party shall provide notice thereof as soon as commercially practicable in advance of such Transfer and, in any event, no later than concurrently therewith. Such notice shall include a copy of the assignment and assumption of this Agreement in accordance with the foregoing.

ARTICLE 9

Insurance

9.1 Manager’s Insurance.

9.1.1 Coverages. Manager shall maintain, at TIH’s expense (except as otherwise provided below), the following insurance coverages at all times during the term of this Agreement:

9.1.1.1 Commercial general liability insurance with liability limits of not less than the limits outlined below and equivalent in coverage to ISO form CG 00 01:


Each Occurrence Limit	$	1,000,000

Personal Advertising Injury Limit	$	1,000,000

Products/Completed Operations Aggregate Limit	$	1,000,000

General Aggregate Limit	$	1,000,000

(other than Products/Completed Operations);

9.1.1.2 If Manager or its Employer Affiliates has employees, (i) worker’s compensation insurance at no less than statutory requirements, and (ii) employer’s liability insurance with a limit of not less than:


Bodily Injury by Accident (per accident)	$	1,000,000

Bodily Injury by Disease (policy limit)	$	1,000,000

Bodily Injury by Disease (per employee)	$	1,000,000;

9.1.1.3 Automobile liability insurance covering vehicles owned by Manager or its Employer Affiliates and used in connection with the Services, and hired and non-owned vehicles, with separate coverage in an amount not less than One Million Dollars ($1,000,000) combined single limit for bodily injury and property damage, covering TIH and Manager;

9.1.1.4 If requested by TIH and if available at commercially reasonable rates, errors and omissions insurance coverage in an amount not less than Five Million Dollars ($5,000,000) per claim and Five Million Dollars ($5,000,000) aggregate, at TIH’s expense, to cover liability arising from errors or omissions in the performance of the Services;

9.1.1.5 If Manager or its Employer Affiliate has employees, employment practices liability insurance with liability limits of not less than One Million Dollars ($1,000,000), including Third-Party Discrimination and Harassment coverage for the full limits of the policy; and

9.1.1.6 Umbrella liability insurance, in excess of the limits and following the form of the policies specified in Sections 9.1.1.1, 9.1.1.2(ii), and 9.1.1.3, with a limit of not less than Nine Million Dollars ($9,000,000), each Occurrence and Aggregate.

9.1.1.7 Crime Insurance/Fidelity Bond, Five Million Dollars ($5,000,000) each Claim covering the following: Employee Dishonesty; Forgery and Alteration; Theft, Disappearance and Destruction of Monies and Securities, Computer and Funds Transfer Fraud and third party fidelity coverage.

9.1.2 Certificates of Insurance. Upon request of TIH, Manager shall deliver to TIH, in a timely manner, certificates of insurance, endorsements or other satisfactory evidence that all required insurance is in full force and effect at all times. All liability insurance required under Sections 9.1.1.1 and 9.1.1.3 (and its related excess policies provided by Section 9.1.1.6) shall be written to apply to all bodily injury, property damage, personal injury and other covered loss, however occasioned, which occurred or arose (or the onset of which occurred or arose) in whole or in part during the policy period. All such liability insurance shall also contain endorsements that delete any employee exclusion on personal injury coverage. Manager and TIH shall endeavor to cause all policies required of such Party to afford thirty (30) days’ notice of cancellation to the additional insured(s) in the event of cancellation or non-renewal, and ten (10) days’ notice of cancellation for non-payment of premium, to the extent provided for under the applicable policy. Certificates of Insurance with the required endorsements evidencing the required coverages must be delivered to TIH prior to commencement of any Services.

9.1.3 Required Additional Insured. The insurance coverage listed in Sections 9.1.1.1 and 9.1.1.3 (and its related excess policies provided by Section 9.1.1.6) shall name TIH as an additional insured thereunder to the extent permitted under the applicable policy.

9.1.4 Insurance Companies. All insurance required to be carried by Manager shall be written with companies having a policy holder and asset rating, as circulated by Best’s Insurance Reports, of A- VII or better.

9.2 Limitations and Non-Waiver. The insurance requirements of this Article 9 shall not in any way limit the Parties’ other obligations under this Agreement. TIH’s failure to receive, review or Approve evidence of insurance as required hereunder shall not be deemed a waiver by TIH of the insurance requirements of this Agreement provided that Manager’s obligations to obtain and maintain the coverages required hereunder shall be conditioned on TIH’s payment of the premiums therefor (to the extent that TIH is responsible therefor hereunder).

9.3 Wrap Policy. TIH shall cause TICD to contract and implement an owner controlled insurance program (“OCIP”) or contractor controlled insurance program (“CCIP”) covering the construction and development of the Managed Improvements (the “Insurance Program”). If the Insurance Program is an OCIP, Manager shall be an enrolled named insured under such OCIP. If the Insurance Program is a CCIP, TIH shall cause TICD to use its commercially reasonable efforts to cause the Contractor to either include Manager as a named insured under such CCIP or to enroll Manager in same. The Insurance Program shall be the primary insurance with respect to Manager’s liability arising from the construction of the Managed Improvements and any insurance obtained by Manager pursuant to Section 9.1 shall be secondary.

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ARTICLE 10

Disputes

10.1 Mediation. In the event a dispute between the Parties arises out of any of the terms, provisions, or conditions of this Agreement, the Parties agree to participate in at least four (4) hours of mediation as a condition to filing any judicial reference action with respect to such dispute under Section 10.2. Any such mediation shall be held in San Francisco, California, before a mediator selected by the Parties in accordance with this Section 10.1. The mediation shall be commenced by either Party making a written demand for mediation to the other Party. Within five (5) Business Days after such demand is made, the Parties shall mutually select a mediator. If the Parties are unable to agree on a mediator within such period, either Party may thereafter request that the administrator of JAMS in San Francisco, California select an independent mediator, which selection shall be binding on the Parties. The Parties shall cooperate with JAMS and with one another in scheduling the mediation proceedings as quickly as feasible and, in any event, any such mediation shall occur within thirty (30) days after the date of any written demand for mediation is delivered in accordance with this Section 10.1. The Parties shall equally share the costs of the mediation. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled from the date of the demand for mediation until fifteen (15) days after the date of the last mediation session. The Parties shall take such action, if any, required to effectuate such tolling. Sections 1119 through 1128 of the California Evidence Code shall apply to the mediation. If a Party fails to cooperate to commence and/or participate in a mediation session, then, notwithstanding the foregoing, the other Party shall be free to file a judicial reference action in accordance with Section 10.2 even if no mediation session has taken place. If notwithstanding participation in one or more mediation sessions the dispute is not resolved, then either Party shall be free to file a judicial reference action in accordance with Section 10.2.

BY PLACING THEIR INITIALS HERE, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THEY HAVE READ THE FOREGOING MEDIATION PROVISION AND AGREE TO BE BOUND THEREBY.




MANAGER’S INITIALS				TIH’S INITIALS

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ARTICLE 10

Disputes

BY PLACING THEIR INITIALS HERE, THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THEY HAVE READ THE FOREGOING MEDIATION PROVISION AND AGREE TO BE BOUND THEREBY.




MANAGER’S INITIALS				TIH’S INITIALS

[Remainder of Page Intentionally Left Blank]

10.2 Judicial Reference. The Parties have agreed on the following mechanisms in order to obtain prompt and expeditious resolution of disputes hereunder:

10.2.1 Reference of Dispute. Except as otherwise provided in this Agreement, any dispute between the Parties arising out of any of the terms, provisions, or conditions of this Agreement, whether seeking damages or equitable relief (such as specific enforcement of any provision of this Agreement, declaratory relief or injunctive relief), shall be heard and determined by a special referee as provided by the by the California Code of Civil Procedure section 638 et seq. The venue of any proceeding shall be in San Francisco, California. EACH OF THE PARTIES HEREBY CONSENTS TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS OF THE STATE OF CALIFORNIA, LOCATED IN THE COUNTY OF SAN FRANCISCO. EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS WHICH IT MAY HAVE TO MAKE ANY OBJECTIONS BASED ON JURISDICTION OR VENUE TO ANY SUIT BROUGHT TO ENFORCE THIS AGREEMENT IN ACCORDANCE WITH THE FOREGOING PROVISIONS. EACH PARTY WAIVES, TO THE FULL EXTENT PERMITTED BY LAW, THE RIGHT TO A JURY TRIAL IN ANY LITIGATION CONCERNING THIS AGREEMENT OR ANY DEFENSE, CLAIM, COUNTERCLAIM, CLAIM OF SET-OFF OR SIMILAR CLAIM OF ANY NATURE.

10.2.2 Procedure for Appointment. The Party seeking to resolve the dispute shall file in the court and serve on the other Party a complaint describing the matters in dispute. Service of the complaint shall be as prescribed by Applicable Law or as otherwise provided in this Agreement. At any time after service of the complaint, any Party may apply to the court to refer the dispute to a special referee. Thereafter, the Parties shall use their best efforts to agree upon the selection of a special referee. If the Parties are unable to agree upon a referee within ten (10) days after a written request to do so by any Party, then any Party may petition the court in which the action is filed or to the judge to whom the matter has been assigned (the “Judge”) to appoint a special referee, which appointment shall be binding on the Parties. For the guidance of the court or Judge making the appointment of the special referee, the Parties agree that the person so appointed shall be a member of the California Bar experienced in the subject matter of the dispute.

10.2.3 Agreement to Appoint Proposed Special Referee. The Parties recognize that there is no action pending at the present time in which the Parties can stipulate to the appointment of a special referee, and there is no statute authorizing such a stipulation in advance of the filing of an action in the superior court. The Parties also recognize that the appointment of a special referee pursuant to the California Code of Civil Procedure section 638 et seq. would be preferable to a general reference to the superior court or the master-in-equity for the county in which the action is filed. In the event that an action is filed to resolve any dispute, upon the application of any Party to refer the dispute to a referee as provided herein, the Parties shall consent to and shall use their best efforts to effect the referral of the dispute to a special referee in accordance with the California Code of Civil Procedure section 638 et seq.

10.2.4 Discovery. Discovery shall be allowed and conducted under the supervision of the special referee pursuant to the provisions of the California Code of Civil Procedure section 638 et seq.

10.2.5 Decision and Jurisdiction of Referee. The special referee shall exercise all power and authority which a superior court judge sitting without a jury would have in a similar matter, including any and all pre-trial issues, motions, and discovery disputes. When the special referee has decided the dispute, the special referee shall enter a final judgment without further order of the court. The judgment entered by the special referee shall be appealable to the Supreme Court of California or the Court of Appeals of California as provided by the California Appellate Court Rules.

10.2.6 Cooperation. The Parties shall diligently cooperate with one another and the person appointed as special referee to resolve the dispute and shall perform such acts as may be necessary or appropriate to obtain a prompt and expeditious resolution of the dispute. If either Party refuses to diligently cooperate, and the other Party, after first giving notice of its intent to rely on the provisions of this subsection, incurs additional expenses or attorneys’ fees solely as a result of such failure to diligently cooperate, the special referee may award such additional expenses and attorneys’ fees to the Party giving such notice, even if such Party is not the prevailing Party in the dispute.

10.2.7 Allocation of Costs. The compensation of the special referee shall be paid by the Parties in such amount as shall be set by the special referee, subject to review by the superior court upon objection by any Party within ten (10) days of receipt of the order. The prevailing Party in the proceeding shall be entitled to recover, in addition to any other fees or costs allowed by this Agreement, its contribution for the reasonable costs of the special referee as an item of recoverable costs. If either Party refuses to pay its share of the costs of the proceeding at the time required, the other Party may do so in which event that Party will be entitled to recover (or offset) the amount advanced, with interest at the maximum rate permitted by Applicable Law, even if that Party is not the prevailing Party. The prevailing Party in such proceeding shall also be entitled to recover its reasonable attorneys’ and experts’ fees and expenses, including expert witness fees. The special referee shall include such costs in the judgment or award.

10.2.8 Governing Law. The internal laws of the State of California (without reference to the rules regarding conflict or choice of laws of the State of California) shall govern this Agreement.

10.2.9 Other Remedies. The provisions of this Article 10 shall not limit the right of any Party to exercise self-help remedies or to obtain provisional, ancillary or equitable remedies (including temporary restraining orders or preliminary or permanent injunctions) from a court of competent jurisdiction before, after, or during the pendency of any judicial reference proceeding. The exercise of such remedy shall not waive the right of any Party to resort to a judicial reference proceeding.

10.2.10 Joinder. The Parties expressly agree that any judicial reference proceeding hereunder may be joined or consolidated with any judicial reference proceeding involving any Person (i) necessary or appropriate to resolve the Claim or (ii) substantially involved in or affected by such Claim.

ARTICLE 11

Representations and Warranties

11.1 Representations and Warranties of Manager. Manager hereby makes the following representations and warranties for the benefit of TIH as of the Effective Date, and acknowledges that TIH is relying upon such representations and warranties in entering into this Agreement:

11.1.1 Power and Authority. Manager has all power and authority necessary or appropriate to execute and deliver this Agreement and in so doing will not violate any Applicable Law or any of its governing documents.

11.1.2 Binding Agreement. This Agreement is binding on Manager and enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws relating to creditors’ rights generally, by general equitable principles and by any implied covenant of good faith and fair dealing.

11.1.3 Consents. No consents of any other Person are required with respect to Manager’s execution and delivery of this Agreement that have not been obtained.

11.1.4 Representation by Counsel. Manager has been fully informed with respect to, and represented by counsel of its choice in connection with, the rights and remedies of and waivers by Manager contained in this Agreement and after such advice from and consultation with such counsel as Manager has determined to be necessary or appropriate and sufficient with respect thereto, Manager, with full knowledge of its rights and remedies otherwise available at law or in equity, has elected to waive and relinquish those rights and remedies waived and relinquished in this Agreement to the extent specified in this Agreement, and to rely solely on the remedies provided for in this Agreement.

11.1.5 Authorization. Manager is duly organized, validly existing, and in good standing under the law of its state of organization and has full power and authority, and is duly licensed where required by Applicable Law, to execute this Agreement and to perform its obligations hereunder, and all actions necessary for the due authorization, execution, delivery and performance of this Agreement by Manager have been duly taken.

11.1.6 Compliance with Other Instruments. Manager’s authorization, execution, delivery, and performance of this Agreement do not conflict with any other agreement or arrangement to which Manager or any of its Affiliates is a party or by which it is bound; provided, however, that with respect to any agreement or arrangement to which The Shipyard Communities, LLC or any of its subsidiaries is a party, this representation and warranty shall be to the best of Manager’s knowledge.

11.1.7 Governmental Compliance.

11.1.7.1 Manager maintains a place of business that is located at a fixed address (other than an electronic address or post office box).

11.1.7.2 Manager is subject to the laws of the United States of America and is in full compliance with all Applicable Laws relating to bribery, corruption, fraud, money laundering, the Foreign Corrupt Practices Act and the Patriot Act.

11.1.7.3 (i) No individual who owns, controls, or has the power to vote more than five percent of the direct or indirect interests in Manager, or otherwise Controls or has the power to Control Manager appears on any Government Lists, (ii) none of Manager’s officers, directors or managers appears on any Government Lists, and (iii) Manager does not transact business on behalf of, or for the direct or indirect benefit of, any Person named on any Government Lists. For purposes of this representation and warranty, the term “Government Lists” means the two lists maintained by the United States Department of Commerce (Denied Persons and Entities); the list maintained by the United States Department of Treasury (Specially Designated National and Blocked Persons); the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties); and any other lists of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the rules and regulations of the Office of Foreign Assets Control, the U.S. Department of the Treasury, or by any other governmental agency.

11.1.7.4 No Affiliate of Manager is named on any Government Lists.

11.2 Representations and Warranties of TIH. TIH hereby makes the following representations and warranties for the benefit of Manager as of the Effective Date, and acknowledges that Manager is relying upon such representations and warranties in entering into this Agreement:

11.2.1 Power and Authority. TIH has all power and authority necessary to execute and deliver this Agreement and in so doing will not violate any Applicable Law or any of its governing documents.

11.2.2 Binding Agreement. This Agreement is binding on TIH and enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws relating to creditors’ rights generally, by general equitable principles and by any implied covenant of good faith and fair dealing.

11.2.3 Consents. No consents of any other Person are required with respect to TIH’s execution and delivery of this Agreement that have not been obtained.

11.2.4 Representation by Counsel. TIH has been fully informed with respect to, and represented by counsel of its choice in connection with, the rights and remedies of and waivers by TIH contained in this Agreement and after such advice from and consultation with such counsel as TIH has determined to be necessary and sufficient with respect thereto, TIH, with full knowledge of its rights and remedies otherwise available at law or in equity, has elected to waive and relinquish those rights and remedies waived and relinquished in this Agreement to the extent specified in this Agreement, and to rely solely on the remedies provided for in this Agreement.

11.2.5 Authorization. TIH is duly organized, validly existing, and in good standing under the law of its state of organization and has full power and authority, and is duly

licensed where required by Applicable Law, to execute this Agreement and to perform its obligations hereunder, and all actions necessary for the due authorization, execution, delivery and performance of this Agreement by TIH have been duly taken.

11.2.6 Compliance with Other Instruments. TIH’s authorization, execution, delivery, and performance of this Agreement do not conflict with any other agreement or arrangement to which TIH is a party or by which it is bound.

11.2.7 Governmental Compliance.

11.2.7.1 TIH maintains a place of business that is located at a fixed address (other than an electronic address or post office box).

11.2.7.2 TIH is subject to the laws of the United States of America and is in full compliance with all Applicable Laws relating to bribery, corruption, fraud, money laundering, the Foreign Corrupt Practices Act and the Patriot Act.

11.2.7.3 (i) No individual who owns, controls, or has the power to vote more than five percent of the direct or indirect interests in TIH, or otherwise Controls or has the power to Control TIH appears on any Government Lists, (ii) none of TIH’s officers, directors or managers appears on any Government Lists, and (iii) TIH does not transact business on behalf of, or for the direct or indirect benefit of, any Person named on any Government Lists.

11.2.7.4 No Affiliate of TIH is named on any Government Lists.

ARTICLE 12

Miscellaneous

12.1 Relationship of Parties. By virtue of this Agreement, Manager and TIH shall not be construed to be joint venturers or partners of each other, and neither shall have the power to bind or obligate the other Party, except as set forth in this Agreement. Manager understands and agrees that the relationship to TIH is that of independent contractor, and that it will not represent to anyone that its relationship to TIH is other than that of independent contractor. Nothing herein shall deprive or otherwise affect the right of either Party to own, invest in, manage, develop or operate property, or to conduct business activities that are competitive with the business of the Property.

12.2 Interpretation. Wherever in this Agreement the context requires, references to the masculine shall be deemed to include the feminine and the neuter and vice-versa, and references to the singular shall be deemed to include the plural and vice versa. Unless otherwise specified, whenever in this Agreement, including its Exhibits, reference is made to any Recital, Article, Section, Exhibit, Schedule or defined term, the reference shall be deemed to refer to the Recital, Article, Section, Exhibit, Schedule or defined term of this Agreement. Any reference in this Agreement to a Recital, an Article or a Section includes all subsections and subparagraphs of that Recital, Article or Section. Section and other headings and the names of defined terms in this Agreement are for the purpose of convenience of reference only and are not intended to, nor shall they, modify or be used to interpret the provisions of this Agreement. Any reference in this Agreement to any plans, budgets, proposals or similar matters means the then most recent

version thereof that has been approved in accordance with its terms or the terms of the governing agreement, including where applicable, this Agreement. Except as otherwise explicitly provided herein, the use in this Agreement of the words “including”, “such as” or words of similar import when accompanying any general term, statement or matter shall not be construed to limit such term, statement or matter to such specific terms, statements or matters. In the event of a conflict between the Recitals and the remaining provisions of this Agreement, the remaining provisions shall prevail. Wherever in this Agreement Manager is obligated to take an action or make a judgment in the performance of its Services hereunder, it shall be obligated only to do so consistent with the Performance Standard and, to the extent that such action or judgment relates to the Development Services, it shall be obligated only to do utilize efforts consistent with the Performance Standard to cause TICD to undertake such action or make such judgment. Reference to an agreement (including this Agreement and all other contracts or agreements referenced herein) or any other document means that agreement or document as it may be amended, modified, supplemented or restated (including all extensions) from time to time in accordance with its terms (including on or prior to the Effective Date). Any reference to a law (including Applicable Laws) shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder; and any reference to any particular Code or Regulation section will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified. References to a Person are also references to its predecessors, successors and permitted assigns. Words such as “herein,” “hereinafter,” “hereof,” “hereby” and “hereunder” and the words of like import refer to this Agreement, unless the context requires otherwise. The term “dollars” and the symbol “$” each means United States Dollars. Unless the context otherwise specifically provides, the term “or” shall not be exclusive and means “or, and, or both”. Any act, including any Services, hereunder that is required to be performed for the benefit of TIH or TICD shall include any such act to be performed for the benefit of any Property Owner Subsidiary. TIH shall cause TICD or its Property Owner Subsidiaries to take any and all acts reasonably required in order to satisfy the obligations of this Agreement.

12.3 Resolution of Contractual Uncertainties. Both Manager and TIH, with the assistance of their respective counsel, have actively negotiated the terms and provisions of this Agreement. Therefore, Manager and TIH waive the effect of California Civil Code Section 1654 which interprets uncertainties in a contract against the Party who drafted the contract.

12.4 Entire Agreement. This Agreement contains all of the representations and warranties and the entire agreement between the Parties with respect to the subject matter of this Agreement, and any prior correspondence, memoranda, agreements, confidentiality agreements, letters of intent, warranties or representations between the Parties relating to such subject matter are superseded in total by this Agreement. Prior drafts of this Agreement and changes from those drafts to the executed version of this Agreement shall not be introduced as evidence in any litigation or other dispute resolution proceeding by the Parties or any other Person, and no court or other body shall consider such documents in interpreting this Agreement.

12.5 Amendment; Third Party Beneficiaries. This Agreement shall not be amended or modified except in writing signed by TIH and Manager. Except as expressly set forth in this Agreement, nothing in this Agreement is intended to confer any rights or remedies upon any Person, other than the Parties and their respective permitted successors and assigns.

12.6 Successors and Assigns. All terms, conditions and agreements herein set forth shall inure to the benefit of, and be binding upon the Parties, and any and all of their respective permitted successors and assigns.

12.7 Approvals. All consents and approvals of a Party hereunder shall be effective only if given in writing by such Party. Consents and approvals by any Party to or of any act or request by any other Party shall not be deemed to waive or render unnecessary consents and approvals to or of any similar or subsequent acts or requests for which such Party’s consent or approval is required, except to the extent specifically set forth in such consent or approval. A Party is entitled to assume the due execution and delivery of, and rely upon, any Approval given hereunder by a Party, and the authority of the Person executing and delivering such Approval on behalf of such Party (including through tiered Entities), where the Person executing and delivering such Approval on behalf of such Party (including through tiered Entities) presents himself or herself as an officer of such Party (or of such tiered Entity) and such receiving Party could not reasonably be expected to have reason to doubt such due execution, delivery and authority or is a TIH Representative or Manager Representative, whichever is applicable.

12.8 Waiver. No Party shall be deemed to have waived any provision of this Agreement unless it does so in writing, and no “course of conduct” shall be considered to be such a waiver, absent such a writing. No waiver by a Party of a breach of any of the terms, covenants or conditions of this Agreement shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition herein contained. No waiver of any default by a Party hereunder shall be implied from any omission by the other to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect the default other than as specified in such waiver. Any waiver hereunder may be granted, withheld, delayed or conditioned in the sole and absolute discretion of the applicable Party.

12.9 Severability. In the event that any portion of this Agreement shall be decreed invalid by the judgment of a court, this Agreement shall be construed as if such portion had not been inserted herein except when such construction would operate as an undue unwaived material hardship upon TIH or Manager or constitute a material unwaived deviation from the general intent and purpose of the Parties as reflected in this Agreement.

12.10 Time. Time is of the essence with respect to each provision of this Agreement in which time is a factor. References to time shall be to the local time in the City of San Francisco on the applicable day. References in this Agreement to days shall be to calendar days, unless otherwise specified, provided that if the last day of any period to give notice, reply to a notice, meet a deadline or to undertake any other action occurs on a day that is not a Business Day, then the last day for giving the notice, replying to the notice, meeting the deadline or undertake the action shall be the next succeeding Business Day, or if such requirement is to give notice before a certain date, then the last day shall be the preceding Business Day. Where a date for performance is referred to as a calendar month without reference to a specific day in such month, or a year without reference to a specific month in such year, then such date shall be deemed to be the last Business Day in such month or year, as applicable.

12.11 Further Acts. TIH and Manager shall execute such other documents and perform such other acts as may be reasonably necessary or appropriate and/or helpful to carry out the purposes of this Agreement.

12.12 Authority. Each Party represents to the other Party that the individual executing this Agreement on behalf of such Party holds the office and/or position in the applicable Entity reflected on the signature block for such individual, and has full right and power and has been duly and legally authorized to act on behalf of such Entity in executing and entering into this Agreement on behalf of such Party.

12.13 Effectiveness of Agreement. This Agreement is being entered into by the Parties pursuant to the Separation and Distribution Agreement.

12.14 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement shall become effective when the Parties have duly executed and delivered signature pages of this Agreement to each other. Delivery of this Agreement may be effectuated by hand delivery, mail, overnight courier or electronic communication (including by PDF sent by electronic mail, facsimile or similar means of electronic communication). Any signatures (including electronic signatures) delivered by electronic communication shall have the same legal effect as physically delivered original signatures.

12.15 Confidentiality. Each Party expressly acknowledges and agrees that the terms of this Agreement and the materials created by the Parties in connection herewith constitute confidential information, and, in any event, each Party hereby agrees not to disclose such terms and materials to any Person except: (a) to the extent required by applicable disclosure, securities, partnership or other laws or other governmental, court or quasi-governmental disclosure requirements (including requirements of any stock exchange or self-regulating organization), as determined in the reasonable judgment of such Party following consultation with its legal counsel; (b) as such Party reasonably determines is reasonably required in order to perform its obligations under this Agreement, including in order to obtain any consents or approvals to the transactions contemplated hereby; (c) for disclosures that may be necessary to one or more professional advisers, owners, lenders, and/or employees of such Party; (d) for disclosures required in connection with the preparation and filing of any tax return or regulatory filing of such Party; or (e) with the approval of the other Party.

12.16 Survival. Any right or obligation arising out of or accruing in connection with the terms of this Agreement attributable to events or circumstances occurring in whole or in any part prior to termination of this Agreement, and any provision of this Agreement that by the express provisions of this Agreement is intended to survive termination of this Agreement, shall survive the termination or expiration of this Agreement.

12.17 Costs and Expenses. Except as may be expressly provided otherwise in this Agreement, each Party shall be responsible for its own costs and expenses in connection with the negotiation and performance of this Agreement.

12.18 Notices. Whenever any notice or any other communication is required or permitted to be given under any provision of this Agreement (as, for example, where a Party is permitted or required to “notify” the other Party), such notice or other communication shall, except as otherwise set forth in the Payment Processing Deadlines and Protocols or the TIH Submittals Protocols, be in writing, signed by or on behalf of the Party giving the notice or other communication, and shall be deemed to have been given on the earliest to occur of (a) the date of the actual delivery, (b) if mailed, three (3) Business Days after the date mailed by certified or registered mail, return receipt requested, with postage prepaid, (c) if sent with a reputable air or ground courier service, fees prepaid, the date on which such courier represents such notice will be available for delivery, or (d) if by facsimile, on the day of sending such facsimile if sent before 5:00 p.m. California time on a Business Day (and, otherwise, on the next Business Day), in each case to the respective address(es) of the Party to whom such notice is to be given as set forth below, or at such other address of which such Party shall have given notice to the other Party as provided in this Section 12.18. Any such notice or other communication sent by facsimile must also be confirmed within two (2) Business Days by delivering such notice or other communication by one of the other means of delivery set forth in this Section 12.18, unless the receiving Party actually responds to such notice or other communication (provided, that an automated read receipt or similar automated response shall not constitute response for purposes of the foregoing). Legal counsel for any Party may give notice on behalf of such Party. The Parties intend that the requirements of this Section 12.18 cannot be waived or varied by course of conduct. Any reference herein to the date of receipt, delivery, or giving, or effective date, as the case may be, of any notice or communication shall refer to the date such communication is deemed to have been given under the terms of this Section 12.18. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given under this Section 12.18 shall be deemed to constitute receipt of notice or other communication sent.

If to TIH:

Treasure Island Holdings, LLC

c/o Lennar Corporation

25 Enterprise Drive, Suite 400

Aliso Viejo, California 92656

Attention: Jon Jaffe

Joan Mayer

with copies to:

Treasure Island Holdings, LLC

c/o Lennar Corporation

700 NW 107th Avenue

Miami, Florida 33172

Attention: Mark Sustana, General Counsel

And

Bilzin Sumberg Baena Price & Axelrod LLP

1450 Brickell Avenue, Suite 2300

Miami, Florida 33131

Attn: Steven D. Lear, Esq.

Facsimile: 305.351.2232

And

HPSCP Opportunities, L.P.

c/o Castlelake

4600 Wells Fargo Center 90

South Seventh Street

Minneapolis, Minnesota 55402

Attention: General Counsel

Facsimile: 612.851.3001

If to Manager:

The Newhall Land and Farming Company, LLC

One Sansome Street, Suite 3200

San Francisco, California 94104

Attention: Kofi Bonner

Facsimile: 415.995.1778

with a copy to:

The Newhall Land and Farming Company, LLC

25 Enterprise, Suite 300

Aliso Viejo, California 92656

Attention: Legal Notices

and a copy to:

Paul Hastings LLP

55 Second Street, 24th Floor

San Francisco, California 94105

Attention: David A. Hamsher

Facsimile: 415.856.7123

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, TIH and Manager have caused this Agreement to be executed as of the Effective Date.


TIH:	TREASURE ISLAND HOLDINGS, LLC, a Delaware limited liability company

	By:	Lennar Homes of California Inc., a California corporation, its Sole Member

		By:	/s/ Jonathan M. Jaffe
		Name:	Jonathan M. Jaffe
		Title:	Vice President

MANAGER:	THE NEWHALL LAND AND FARMING COMPANY, LLC, a Delaware limited liability company

	By:
	Name:	Don Kimball
	Title:	Executive Vice President & Secretary

[Management Agreement — Treasure Island]

IN WITNESS WHEREOF, TIH and Manager have caused this Agreement to be executed as of the Effective Date.


TM:	TREASURE ISLAND HOLDINGS, LLC, a Delaware limited liability company

	By:	Lennar Homes of California, Inc., a California corporation, its Sole Member

		By:
		Name:	Jonathan M. Jaffe
		Title:	Vice President

MANAGER:	THE NEVVHALL LAND AND FARMING COMPANY, LLC, a Delaware limited liability company

	By:	/s/ Don Kimball
	Name:	Don Kimball
	Title:	Executive Vice President & Secretary

[Management Agreement — Treasure Island]

EXHIBIT A

Intentionally Blank

EXHIBIT B

Schedule of Performance

[ attached ]

EXHIBIT JJ

SCHEDULE OF PERFORMANCE

6/28/2011


Major Phase	Sub- Phase		Block		Parks & Open Space ^1/	Application Outside Date ^2/		Commencement Outside Date ^2/	Completion Outside Date ^2/

1						2012		2014	2025
		1-Y-A		1Y-2Y-3Y			2012	2014	2016
					YBI Hilltop Park 1			2017	2018
					YBI Hilltop Park 2			2020	2021
					YBI Open Space / HMP 1			2017	2019
		1-A		B2-B3			2012	2014	2016
					Eastside Commons 1			2017	2018
					Clipper Cove Promenade 2			2017	2018
		1-B		B1-M1			2013	2015	2017
					Building 1 Plaza			2018	2019
					Marina Plaza			2018	2019
					Clipper Cove Promenade 1			2018	2019
		1-C		C1-C2			2014	2016	2018
					Cityside Waterfront Park 1			2019	2020
					Cultural Park			2019	2020
		1-D		IC1-IC4			2015	2017	2019
					Eastside Commons 2			2020	2021
		1-E		C3			2016	2018	2020
					Cityside Waterfront Park 2			2021	2022
		1-F		E1-E2			2017	2019	2021
					Urban Farm 1			2023	2024
					Eastside Park 1			2022	2023
					Eastside Commons 3			2022	2023
		1-Y-B		4Y			2018	2020	2022
					YBI Beach Park			2023	2024
					YBI Open Space / HMP 2			2023	2025

2						2018		2020	2027
		2-A		E3-E4			2018	2020	2022
					Sailing Center Pad			2022	2022
					Eastside Park 2			2023	2024
					Eastside Commons 4			2023	2024
					Eastern Shoreline Park 1			2023	2024
					Clipper Cove Promenade 3			2023	2024
		2-B		C4			2019	2021	2023
					Cityside Waterfront Park 3			2024	2025
		2-C		E5-E6			2020	2022	2024
					Eastside Park 3			2025	2026
					Eastside Commons 5			2025	2026
					Eastern Shoreline Park 2			2025	2026
					Pier 1			2026	2027

3						2021		2023	2030
		3-A		E7-E8			2021	2023	2025
					Eastside Park 4			2026	2027
					Eastside Commons 6			2026	2027
					Eastern Shoreline Park 3			2026	2027
		3-B		C12-C13			2022	2024	2026
					Urban Farm 2			2028	2029
		3-C		IC1-IC4			2023	2025	2030

4						2024		2026	2034
		4-A		C5			2024	2026	2028
					Cityside Waterfront Park 4			2029	2030
					Sports Park			2030	2031
		4-B		C10-C11			2025	2027	2029
					Urban Farm 3			2031	2032
		4-C		C6			2026	2028	2030
					Cityside Waterfront Park 5			2031	2032
					Urban Farm 4			2032	2033
		4-D		C7-C8-C9			2027	2029	2031
					Cityside Waterfront Park 6			2032	2033
					Northern Shoreline Park / The Wilds / Environmental Center Pad			2033	2034

Page 1 of 3

TI-YBI DDA Exhibit JJ SOP_062811

July 2, 2016

Subject to revision in accordance with Agreement

SCHEDULE OF PERFORMANCE

6/28/2011


Community Facility	Obligation	Building Permit /	Application Outside Date ^4/	Commencement Outside Date ^4/	Completion Outside Date ^4/
		A	B	C	D
Waterfront Plaza / Ferry Terminal Phase 1	Facility	100 du	+6mo	+12mo	+36mo
Retail - Interim Grocery Store (5,000 sf)	Facility	1,000 du	+6mo	+12mo	+36mo
Police / Fire Station	Facility	2,500 du	+6mo	+12mo	+24mo
Retail - Final Grocery Store (15,000sf)	Facility	5,000 du	+6mo	+12mo	+24mo
Ferry Terminal Phase 2	Facility	As mutually agreed by WETA, Developer, and TIDA, after engaging in a meet and confer process described in the MOU between TIDA and WETA.
WWTP / Recycled Water Plant / PUC 4-6 acres	Developable Pad	See PUC / TIDA WWTP MOA for timing of pad delivery.
Sailing Center Pad	Developable Pad	Developer shall use commercially reasonable efforts to provide the Sailing Center Pad earlier if the Authority requests it and if the Treasure Island Sailing Center provides reasonable evidence that it will be ready to proceed with construction of the Sailing Center building at that earlier date.
Environmental Center Pad	Developable Pad	Developer shall deliver the Environmental Center Pad commensurate with improvements for The Northern Shoreline Park and The Wilds
Pier 1 / Eastern Shoreline Park 2	Improvements	Construction of these improvements may be deferred if the area is still needed for barging operations related to importing material for the site. In no case will the Completion Outside Date for these improvements be later than the Completion Outside Date of the last Sub-Phase.
Buses for East Bay Service	Rolling Stock	Nine (9) Buses for East Bay Bus Service. First five (5) buses at inception of service, remaining four busses no earlier than the occupancy of the 5,000th residential unit.
On -Island Shuttle Buses	Rolling Stock	Four (4) Shuttle Buses. Up to two (2) buses will be provided when the service initially begins, but no earlier than the occupancy of the three thousandth (3000th) unit, subject to the meet and confer process described in Exhibit N, Transportation Plan Obligations. The remaining two (2) buses will be provided as needed based on service schedules.
Bicycle Lending Library	Rolling Stock	Purchase of bicycles and equipment to establish the bicycle lending library up to a maximum expediture of $110,000. Must be completed no later that the occupancy of the 1,000 residential unit.

Financial Obligation	Obligation	Mechanism
Open Space Annual O&M Subsidy	$14.3 MM (NPV)	Max $1.5mil first 5 yrs, $3 mil per yr from Yr 6, subject to need per annual operating budget. See Financing Plan for amounts and schedule.
Transportation Annual Operating Subsidy	$30 MM (NPV)	Max $4 mil per year, subject to need per annual operating budget. See DDA for amounts and schedule.
Additional Transportation Subsity	$5 MM max	Five annual consecutive installments (max $1 mil per year) after the first certificate of occupancy (whether temp or final) has been issued for the 4,000th dwelling unit on the Project Site, payable within 90 days after request of SFCTA if transit report shows residential transit mode share is 50% or less.
Transportation Capital Contributions	$1.8 MM (NPV)	Used to purchase up to six (6) busses. Per-bus subsidy: the lesser of 20% of the cost of a Muni bus, or $300,000.
Community Center Space(s) Subsidy	$9.5 MM (NPV)	Space or susidy determination made at Major Phase Approval. Max $2.375 mil each Major Phase - subject to approved budget and program description.
Childcare Facility Subsidy	$2.5M (NPV)	Space or funding no later than the first approved Sub-Phase within Major Phase Three or 18 months before the existing facility is no longer operational due to development activity, whichever comes first.
Affordable Housing Subsidy	$98 MM max; $73.5 MM baseline	$17,500 per market rate unit at each lot sale. Trueups at 50% of TI land acreage make-up to 2,100 units and at 4,200 units land sales, credit for any payment made at 2,100 unit true-up. See Housing Plan for amounts and schedule.
School Improvement Payment	$5 MM (NPV)	Payment due at the start of refurbishment work on the school grounds for purposes of opening a K-8 school. See DDA for amounts and schedule.
Ramps / Viaduct SFCTA Soft Cost Reimbursement	$10 MM (NPV)	Annual schedule of payments. See TIDA / SFCTA MOA 3rd Amendment for amounts and schedule.
Import Fill	$1 MM	Payment due upon removal from stockpile at rate of $3.50 per CY or for any remaining in stockpile after 12/31/2015 in 3 equal annual installments. See TIDA / D.A. McCosker Agreement.

1/	Horizontal obligations only, no vertical improvement or rehabilitation except as defined in Open Space Plan

2/	All dates are subject to navy’s environmental remediation efforts provided in the Navy MOA and land transfers from Navy and TIDA

Page 2 of 3

TI-YBI DDA Exhibit JJ SOP_062811

July 2, 2016

Subject to revision in accordance with Agreement

SCHEDULE OF PERFORMANCE

6/28/2011

3/	Community Facility obligation is triggered by number of total building permits issued for residential dwelling units (shown in table above)

4/	Timeframes are additive: Completion Outside Date = Date of Trigger (A) + (B) + (C) + (D)


				July 2, 2016 Subject to revision in accordance with Agreement

		Page 3 of 3		TI-YBI DDA Exhibit JJ SOP_062811

EXHIBIT C

Included Services

Membership Services

Assisting TIH in performing its responsibilities and exercising its rights under the TICD Operating Agreement, including certain of its rights and obligations as a Member and certain of its rights and obligations as a co-Managing Member, in each case subject to the restrictions set forth in the TICD Operating Agreement and this Agreement, including:

1. monitoring the cash position of TICD and recommending appropriate reserves, the issuance of Cash Notices and the making of distributions to the Members as appropriate;

2. on request of TIH, assisting TIH with analyzing potential alternatives for providing Credit Support as and when required;

3. maintaining the TICD’s office in accordance with the TICD Operating Agreement;

4. on request of TIH, assisting TIH with analyzing matters presented to TIH or its representatives on the Executive Committee for approval or vote by TIH or such representatives;

5. recommending to TIH potential matters to be presented to the other Members or their representatives on the Executive Committee for approval or vote by such Members or such representatives;

6. on request of TIH, participating in meetings of the Executive Committee and assisting TIH with preparing minutes of meetings of the Executive Committee;

7. on request of TIH, preparing drafts of the Annual Business Plan and analyzing TICD’s proforma for the Master Project in connection with same;

8. on request of TIH, recommending to TIH decisions and other actions under Affiliate Contracts;

9. assisting TIH with maintaining the books and records of TICD;

10. assisting TIH by preparing the initial draft of all financial reports and assisting with financial audits required under the TICD Operating Agreement; and

11. on request of TIH, assisting TIH in analyzing potential development opportunities in the Master Project available to TIH and its Affiliates under the TICD Operating Agreement.

Capitalized terms used in above in this Exhibit but not defined in this Agreement shall have the meanings ascribed to them in the TICD Operating Agreement.

Development Services

Subject to the restrictions of the TICD Operating Agreement, undertaking the following on behalf of TIH as co-Managing Member of TICD with respect to the Managed Improvements and Managed Design:

1. developing, coordinating, supervising and managing the development plan, budget and Schedule of Performance for the pre-development, development and construction of the Managed Improvements, including proposing supplements and modifications to the revised Schedule of Performance hereunder and under the Development Agreements, subject to the Approval of TIH;

2. arranging for, obtaining, reviewing and evaluating all known surveys, tests, inspections, engineering and architectural drawings and all other documents and analyses of the Property and in the vicinity thereof that may be necessary or appropriate in connection with the development of the Managed Improvements and undertaking the Managed Design;

3. coordinating, supervising, managing and assisting TIH in connection with, the subdivision of the Property in accordance with the Project Requirements;

4. coordinating, supervising and managing (i) the preparation of drawings, specifications, Design Documents and other construction documents for the Managed Improvements, including to respond to comments and requirements of Governmental Entities and to comply with the Project Requirements and (ii) any required modifications to such drawings, specifications, Design Documents and other construction documents in Manager’s reasonable discretion, subject to the Approval of TIH;

5. coordinating, supervising and managing (i) the preparation of the Design Documents for the Managed Design, including to respond to comments and requirements of Governmental Entities and to comply with the Project Requirements and (ii) any required modifications to such Design Documents in Manager’s reasonable discretion, subject to the Approval of TIH;

6. assisting TIH in the negotiation of and approval recommendations of all necessary or appropriate contracts and subcontracts for the planning, designing, budgeting, obtaining Entitlements, permitting, bidding, contracting, developing and constructing the Managed Improvements and designing the Managed Design on behalf of TIH in accordance with the Project Requirements, including the following:

(a) assisting TIH in engaging and retaining on TIH’s behalf such Independent Contractors as are necessary or appropriate to Develop the Managed Improvements or perform the Services;

(b) preparing, negotiating and approving contracts with Architects/Engineers, Contractors and Project Consultants;

7. negotiating and approving all necessary contracts and subcontracts for the planning, designing and budgeting for the preparation of the Design Documents for the Managed Design on behalf of TIH in accordance with the requirements of the DDA, including the following:

(a) assisting TIH in engaging and retaining on TIH’s behalf such Architects/Engineers and Project Consultants as are necessary or appropriate to design the Managed Design;

(b) preparing, negotiating and approving contracts with Architects/Engineers and Project Consultants; and

(c) preparing, assisting TIH in negotiating, evaluating and making Approval recommendations of all Project Contracts with any Architects/Engineers or Project Consultants, and all materials prepared by any Architects/Engineers or Project Consultants and submitted to TIH or to Manager with respect to the Managed Design;

8. acting as TIH’s owner’s representative for all purposes under contracts with Independent Contractors in accordance with the requirements of the DDA, including:

(a) reviewing, inspecting, coordinating, managing, evaluating and supervising construction of all phases of each of the Managed Improvements by Independent Contractors, and assisting TIH in the engagement of qualified Project Consultants to inspect, test and evaluate the Managed Improvements, including monitoring compliance of such construction with Applicable Laws, the applicable construction documents, including any construction schedules, and the contractual requirements of such Independent Contractors;

(b) assisting TIH in engaging and retaining on TIH’s behalf such Independent Contractors as are necessary or appropriate to Develop the Managed Improvements;

(d) filing or causing to be filed all required documents necessary or appropriate to obtain the Governmental Approval of all Entitlements by all applicable Governmental Entities; securing and maintaining or causing to be secured and maintained (with the cooperation of TIH), all Entitlements; otherwise taking all steps necessary or appropriate to coordinate and cause the Property to comply with applicable local Governmental Entity building codes, environmental, traffic flow, zoning and land use and other Applicable Laws relating to the Entitlements; and taking all actions required under the DDA or necessary or appropriate to comply with the obligations with respect to the Managed Improvements under the DDA;

(e) preparing, assisting TIH in negotiating, evaluating and making Approval recommendations of all Project Contracts with, and all materials prepared by any Independent Contractor and submitted to TIH or to Manager with respect to the Managed Improvements;

(f) arranging for any environmental assessments and any soils and structural review or historic evaluation in connection with the Managed Improvements as recommended by Independent Contractors and as Approved by TIH;

(g) collecting from each Independent Contractor in connection with the Managed Improvements and, where applicable, the Managed Design and delivering, when appropriate, to TIH the originals (when possible) of all permits, licenses, guaranties, warranties,

bills of sale and any other contracts, agreements, or commitments obtained or received by any Independent Contractor, and all operating instructions, manuals, field record information, samples, shop-drawings, as-builts and product data required to be provided by any such Contractor, for the account or benefit of TIH;

(h) conducting and supervising all dealings with any Governmental Entities having jurisdiction over the Managed Design or Managed Improvements; and

(i) assisting TIH in negotiating and preparing Project Contracts for necessary and appropriate security for the Property and the Managed Improvements;

(j) if Manager determines that a third-party provider of labor, material or services to the Managed Improvements or Managed Design is not properly performing the services such third party is required to perform, recommending and taking such remedial action as Manager deems necessary or appropriate to remedy such circumstance;

(k) providing administration and coordination of the submittal of Claims with respect to the Project Contracts and submittal and resolution of insurance Claims;

(l) preparing and reviewing requests for and evaluating change orders requested by TIH or Independent Contractors on the Managed Improvements or the Managed Design;

(m) reviewing and making Approval recommendations for applications for payments and making recommendations to TIH for payment or nonpayment for all Independent Contractors, vendors, architects, engineers and other Persons engaged in the development of the Managed Improvements or the Managed Design and notifying TIH of any material variances in conjunction with the Approval recommendations;

(n) obtaining appropriate conditional and unconditional statutory lien and claim waivers, prior to recommending any payment in accordance with Section 3.3 of this Agreement to the applicable Person;

(o) preparing, reviewing and recommending for payment all regular monthly construction draws of funds payable to Architects/Engineers, Contractors, Project Consultants and other Independent Contractors in respect of the Managed Improvements or the Managed Design in accordance with the requirements of the contracts and agreements therefor and the requirements of the lender, if any;

(p) enforcing warranties and guaranties, addressing and resolving defect or warranty Claims and documenting the same for one (1) year after completion of the applicable Managed Improvements;

(q) evaluating and assisting TIH in determining substantial and final completion of the Managed Improvements, preparing punch lists and monitoring of work thereunder, and obtaining temporary and final certificates of occupancy;

(r) negotiating and making Approval recommendations of field changes, change orders, amendments and other modifications to any contracts with all Independent Contractors, including all Architects/Engineers, Contractors and Project Consultants; and

(s) negotiating or supervising the negotiation with all applicable utility companies, whether public or private, for the utility service to be provided to any of the Managed Improvements and for the installation of all utility equipment in connection therewith;

9. preparing, discussing and negotiating with Governmental Entities, and submitting applications to municipal, other governmental, quasi-governmental and private authorities for discretionary and ministerial land use and construction Governmental Approvals, consents, permits, inspections and certificates of occupancy with respect to the Managed Improvements, subject to the Approval of TIH;

10. hiring, directing, supervising and administering all required on-site personnel needed with respect to the development and construction of the Managed Improvements, other than those hired, directed and supervised by the contractors, subcontractors, architects, engineers and consultants;

11. reviewing, negotiating and providing to TIH copies of Contractors’ construction schedules, including the schedule of construction draws;

12. endeavoring to maintain a cooperative attitude among Architects/Engineers, Contractors, Project Consultants, subcontractors, suppliers and any other third-party providers of labor, materials and services;

13. obtaining, keeping, organizing and managing construction documents, agreements, permits and other documentation relating to the Managed Improvements or the Managed Design on behalf of TIH, and making such information available to TIH as needed;

14. notifying TIH promptly following Manager obtaining knowledge of any event or circumstance that Manager expects to have a material adverse effect on the development of the Managed Improvements or liability of TIH (or any of its Affiliates) in connection therewith, including any material breach by any Independent Contractor or other Person performing any component of the development of the Managed Improvements on behalf of TIH or any Property Owner Subsidiary, any construction of the Managed Improvements that does not conform with the Project Requirements in all material respects, any material casualty with respect to the Managed Improvements, any pending or threatened in writing litigation or an injury that typically gives rise to an incident report for a Claim, or an OSHA report, with respect to the development of the Managed Improvements or the Services, and any known release, spill, or discovery of Hazardous Materials in, on, under or about the Managed Improvements;

15. reviewing the materials and labor being furnished to and on construction of the Managed Improvements, including requiring consultants, architects and contractors, as necessary or appropriate, to verify that such materials and labor are being furnished in accordance with the agreements governing the development of the Managed Improvements;

16. reviewing insurance compliance with requirements of Independent Contractors contracts to verify required insurance is carried, including renewals;

17. providing information necessary or appropriate for TIH to obtain any completion or other bonds required pursuant to the Project Requirements;

18. as required by any applicable loan documents, (i) consulting with and keeping reasonably informed TIH so that it can keep the lenders reasonably informed under any loans to TIH or any Property Owner Subsidiary or encumbering the Property (or any portion thereof) as to the status of the Managed Improvements or TIH, as applicable; (ii) consulting with any construction consultant selected by any such lenders; and (iii) providing TIH all information with respect to the Managed Improvements in Manager’s or its Affiliate’s possession or control reasonably requested and required to be provided or certified by TIH or its Affiliate to meet the requirements of any such loan documents or lender requirements; provided, however, that the foregoing shall not require Manager to undertake regular reporting obligations under such loan documents and the format for such information shall be provided by TIH;

19. assisting TIH in responding to requests for information related to the Managed Improvements or the Property from lenders to, investors in or prospective purchasers of, the Property, including in connection with funding requests, loan approvals, sales of portions of the Property to Vertical Developers and equity investments;

20. providing TIH with copies of all material submittals to, and all material correspondence to and from, the applicable Governmental Entities with respect to the processing of the Entitlements, or providing written notice to TIH that a copy of the material submittals is available for review in the office of Manager or delivering a copy of such material submittals to the office of TIH;

21. providing TIH with reasonable prior notice of and an opportunity to attend all public hearings with any Governmental Entities with respect to the processing of the Entitlements;

22. notifying TIH promptly upon becoming aware of any material construction or design defect in the Managed Improvements or material non-conformance with the construction documents for the Managed Improvements;

23. assisting TIH in community relations and community benefits with respect to the Managed Improvements, including outreach to the community and other efforts to maintain continuity of relationships for the benefit of community and Master Project stakeholders;

24. assisting TICD in entering into, amending and complying with any project labor agreement (or similar agreement) applicable to the Managed Improvements, including, subject to TIH Approval, developing negotiation strategies and negotiating the terms of any such project labor agreement (or similar agreement) or amendment thereto;

25. on request of TIH, providing reasonable assistance to TIH, TICD or a Property Owner Subsidiary, but not taking the lead role or directing (which shall be performed in all events by TIH, TICD or a Property Owner Subsidiary or its Affiliate), in connection with any

mediation, litigation or other formal dispute resolution to which TIH, TICD or a Property Owner Subsidiary is a party with respect to Claims related to the Managed Improvements, including providing reasonably requested information and documentation and using commercially reasonable efforts to obtain testimony from Manager’s or its Employer Affiliates’ employees that assisted in the performance of the Services hereunder, providing information to and otherwise assisting in preparing expert witnesses and reviewing factual descriptions in filings;

26. Assisting TIH with the sale by TICD or any Property Owner Subsidiary of land in the Master Project to Vertical Developers that are not Affiliates of TIH or TICD (but without limiting item 12 set forth on Exhibit D); provided, however, that the foregoing shall not be a Service hereunder unless and until Manager and TIH Approve an increase to the Management Fee to reflect the additional personnel and other costs to Manager in performing such Service.

EXHIBIT D

Excluded Services

1.	Preparing any business plan required under TIH’s operating agreement or for any direct or indirect owner of TIH;

2.	Contributing capital or making any other payment to TICD or any of its other Members (including any indemnification payment) or receiving distributions or payments from TICD or its other Members under the TICD Operating Agreement;

3.	Providing Credit Support;

4.	Appointing any representative to the Executive Committee or exercising any approval or voting right of TIH or its representatives to the Executive Committee;

5.	Calling Executive Committee meetings;

6.	Preparing or submitting any tax filings, including any responsibility of TIH as the Tax Matters Member under the TICD Operating Agreement;

7.	Delivering any notices to other Members in TICD under the TICD Operating Agreement, including any notice of default, buy/sell notice, dispute resolution notice, Cash Notice or election of remedies that may be available to TIH;

8.	Performing any insurance review, analysis, reporting, or other insurance/risk management services, including claims reporting, except as expressly required in this Agreement;

Performing any legal services, including any review or analysis of any legal rights or obligations of TIH or applicable counterparties under agreements to which TIH is a party and providing any advice on potential legal remedies that may be available or imposed on or by TIH (other than providing factual information in the possession or control of Manager as requested by TIH or providing or reviewing the information, documentation and testimony described in Section 25 of Exhibit C);

10.	Performing any activities for which a law license or license with the State Bar of California is required;

11.	Taking the lead role or directing on behalf of TIH or TICD in any mediation, litigation or other formal dispute resolution with respect to Claims related to the Managed Improvements;

12.	Undertaking any customer care for purchasers in the Master Project or undertaking any marketing services with the respect to the Master Project;

13.

Unless and until Manager has obtained a real estate broker’s license, undertaking any services that would require a real estate broker’s license under applicable law; provided, however, that to the extent the performance of the Services would require a real estate broker’s license under applicable law, Manager shall utilize efforts consistent with the Performance Standard to obtain such licensure on or prior to the date that such Services are to be performed;

14.	Other than providing reasonably requested documentation with respect to the Managed Improvements and/or Managed Design or between or among the Members, services in connection with any mediation, litigation or other formal dispute resolution with respect to

Claims related to the Managed Improvements and/or Managed Design or between or among the Members, such as testimony, working with expert witnesses, reviewing factual descriptions in filings, etc; and

15.

Exercising any of TIH’s rights or obligations pursuant to the TICD Operating Agreement with respect to any Transfer of membership interests (or any interests therein) of any member of TICD; exercising any voting, consent or approval rights of TIH or its Executive Committee members under the TICD Operating Agreement; or exercising any rights or remedies of TIH with respect to any default or breach by KSWM Member under the TICD Operating Agreement. For the avoidance of doubt, Manager shall have no authority under this Agreement to take any action described in this paragraph.

EXHIBIT E

TIH and Manager Representatives

TIH Representatives

•

Jonathan Jaffe

•

Sandy Goldberg

Manager Representatives

•

Kofi Bonner

•

Ivy Greaner

EXHIBIT F

Intentionally Blank

EXHIBIT G

Payment Processing Deadlines and Protocols

[attached]

Workflow - Treasure Island Processes: CONTRACTS


		Responsible Party
Step	Task	Manager	Treasure Island Holdings (Lennar)

1	FivePoint Project Manager and TICD partner review and approve consultant or contractor scope and fee proposal/bid, and FivePoint administrative staff generates Document Request.	Planning/Design Consultants - Planning/Entitlements - Executive Assistant	N/A
1		Construction Consultants/Contractors - Assistant Project Manager for Horizontal Team
2	Document Request is forwarded to FivePoint Executive for review and approval.	Planning/Design Consultants - VP of Planning/Entitlements	N/A
2		Construction Consultants/Contractors - VP of Construction	N/A
3	Approved Document Request and any Consultant/Contractor proposed Contract redlines are sent to FivePoint Contract Manager for Contract preparation*.	Planning/Design Consultants - Planning/Entitlements - Executive Assistant	N/A
3		Construction Consultants/Contractors - Assistant Project Manager for Horizontal Team	N/A
4	Contract is prepared by FivePoint Contracts team*.	FivePoint Contracts Team	N/A
5	Vendor-proposed Contract redlines are reviewed with outside counsel.	FivePoint Contracts Team	N/A
6a	Final Contract is prepared and routed to TIH for approval/signature (except for major contracts).	FivePoint Contracts Team	Vice President National Finance Group
6b-1	For major contract: the approved form of contract, scope and fee is sent to FivePoint Project Manager.	FivePoint Contracts Team	N/A
6b-2	For major contract: the approved form of contract, scope and fee is sent to Project Lender (via TICD Partner associate Joe Antonio), who must approve any major contract per loan agreement.	Various Project Managers	N/A
6b-3	For major contract: FivePoint administrative staff routes contract to TIH for approval/signature.	Planning/Design Consultants - Planning/Entitlements - Executive Assistant	Vice President National Finance Group
6b-3		Construction Consultants/Contractors - Assistant Project Manager for Horizontal Team	Vice President National Finance Group
7	TIH administrative staff routes contract to FivePoint Contract team.	Planning/Design Consultants - Planning/Entitlements - Executive Assistant	TIH Administrative Staff
7		Construction Consultants/Contractors - Assistant Project Manager for Horizontal Team	TIH Administrative Staff
8	FivePoint Contracts team generates Contract & Billing Sheet, distributes to vendor, and enters contract into JD Edwards.	Contracts Manager	N/A

*	The preparation of Contractor Contracts is currently being performed by the FivePoint Project Manager, but only for expediency.

Workflow - Treasure Island Processes: INVOICES


		Responsible Party
Step	Task	Manager	Treasure Island Holdings (Lennar)

1	Invoice is received by FivePoint via mail or e-mail from vendor.	Five Point SF Accounts Payable	N/A
2	Invoice is circulated for FivePoint Project Manager for review and approval (possible future Docusign process).	FivePoint SF Accounts Payable	N/A
3	FivePoint Project Manager review and approval.	Senior Development Manager	N/A

4	TICD partner review and approval.	TICD Partner associate - Wilson Meany - Senior Development Manager	N/A
5	FivePoint returns invoice to FivePoint Accounting.	Planning/Design Consultants - Planning/Entitlements - Executive Assistant	N/A
5	FivePoint returns invoice to FivePoint Accounting.	Construction Consultants/Contractors - Assistant Project Manager for Horizontal Team	N/A
6	FivePoint Accounting routes approved invoice to FivePoint Controller for approval.	FivePoint SF Accounts Payable	N/A
7	Controller returns approved invoice to FivePoint Accounts Payable.	Controller	N/A
8	Approved invoices are held by FivePoint Accounts Payable until loan draw funds are received.**	FivePoint SF Accounts Payable	N/A
9	Assistant Controller compiles summary of invoices for loan draw submittal.	Assistant Controller	N/A
10	Loan draw summary is forwarded by Controller to TIH for review and approval prior to submitting loan draw to Lender. FivePoint submits invoice documentation to TIH upon request.	Controller	Vice President National Finance Group
11	Loan draw is submitted to Lender for funding.	Controller	N/A
12	Once loan draw is funded or other funds are available, the cash requirements, PGER and PAR reports are generated and approved by a TIH representative.	FivePoint SF Accounts Payable	Accounting Director
13	Approved PGER’s and PAR’s sent to Miami ROC for check processing.	Controller	Miami ROC
14	Lennar Miami processes check run; returns checks and payment register to FivePoint in San Francisco.	N/A	Miami ROC
15	FivePoint receives checks; checks are reviewed against payment register and mailed out to vendors.	FivePoint SF Accounts Payable	N/A

There will be situations where invoices may need to be paid outside of the loan draw process (for invoices that cannot be paid with EB-5 funds or in cases where no EB-5 funds are available). In this case, FivePoint will get TIH approval first and then KSWM approval to pay invoices with existing cash. If it is determined that a capital contribution is necessary, FivePoint will provide assistance to TIH with preparing the contribution request.

Current as of July 2, 2016.

Subject to revision in accordance with the Agreement.

Workflow - Treasure Island Processes: OTHER OBLIGATIONS and TRANSACTIONS


	Responsible Party
Task	FivePoint	Treasure Island Holdings (Lennar)

Other Agreements (such as agreements with EB-5 lenders, regulatory agencies, utility providers, sureties, public authorities, etc.) - FivePoint negotiates agreement and routes to TIH for approval/signature.	Senior Development Manager	Vice President National Finance Group
Mandatory compliance reports (for public authorities, regulatory agencies, etc.) - FivePoint completes mandatory compliance documentation and issues copy to TIH.	Senior Development Manager	Vice President National Finance Group
Advance notification for public meetings - FivePoint emails to TIH 2- week look-ahead notifications in advance of all public meetings, with agenda and meeting information.	Assistant Development Manager	Vice President National Finance Group
Design review for infrastructure improvements - FivePoint submits design materials to TIH for any infrastructure program or design components that substantively change existing entitlements.	Development Manager	Vice President National Finance Group
Entitlement applications (such as Major Phase and Sub Phase applications, CA Map Act applications, etc.)	Senior Development Manager	Vice President National Finance Group
Financing Plan approval for vertical development opportunities - FivePoint sends periodic status updates to TIH during development of vision, program and financial model. (Final approval of Financing Package to be by Executive Committee).	Senior Development Manager	Vice President National Finance Group
Grant applications (such as transportation funding, etc.) - FivePoint submits grant application summary information to TIH prior to submission to grantor agency.	Development Manager	TIH Representative
Special development opportunities (such as Lucas Museum of Narrative Art) - FivePoint sends periodic status updates to TIH during development of transaction. (Final approval of transaction to be by Executive Committee)	Senior Development Manager	Vice President National Finance Group

Workflow - Treasure Island Processes: INSURANCE


	Responsible Party
Event*	FivePoint	Treasure Island Holdings (Lennar)

Insurance Procurement: FivePoint Risk Management Consultant analyzes insurance needs, negotiates insurance requirements, and procures insurance for FivePoint activities. For activities that involve both FivePoint and TIH, the FivePoint Risk Management Consultant may analyze and negotiate insurance that impacts TIH.	FivePoint RVP (Risk Management Consultant)	Lennar
Insurance review for RFP: Prior to a Project Manager issuing an RFP, FivePoint Risk Management Consultant reviews proposed activity and recommends the appropriate level of insurance for the vendor.	FivePoint RVP (Risk Management Consultant)	Lennar
Contract insurance review: Prior to issuing a contract, FivePoint Risk Management Consultant reviews contracted activity and recommends the appropriate level of insurance for the vendor.	FivePoint RVP (Risk Management Consultant)	Lennar
Insurance rejected by EBIX and provides recommendation on response.	FivePoint RVP (Risk Management Consultant)	Lennar

*	These events are currently being addressed by the FivePoint Risk Management Consultant but are excluded activities under Exhibit D of the DMA.

Current as of July 2, 2016.

Subject to revision in accordance with the Agreement.

Workflow - Treasure Island Processes: DESIGN APPROVAL (if vertical construction is moving forward with Lennar as a vertical builde


		Responsible Party
Step	Event	Manager	Treasure Island Holdings (Lennar)
1	Consultant Team Approval	Director of Development	Division President
2	Design Concept Approval	Director of Development	Division President
3	Consultant Team Approval	Director of Development	Division President
4	Schematic Design (SD) Approval	Director of Development	Division President
5	Design Development DD) Approval	Director of Development	Division President
6	Construction Document (CD) Approval	N/A	Division President
7	Construction Administration	N/A	Division President

Current as of July 2, 2016.

Subject to revision in accordance with the Agreement.

EXHIBIT H

TIH Submittals Protocols

As of the Effective Date, the Payment Processing Deadlines and Protocols and the TIH Submittals Protocols are attached, collectively, as Exhibit G. The Payment Processing Deadlines and Protocols and the TIH Submittals Protocols are subject to revision from time to time in accordance with the Agreement.

EXHIBIT I

Form of Manager Guaranty

GUARANTY AGREEMENT

This GUARANTY AGREEMENT (this “Guaranty”), dated as of July 2, 2016 (the “Effective Date”), is given by FIVE POINT OPERATING COMPANY, LLC, a Delaware limited liability company (the “Guarantor”), in favor of TREASURE ISLAND HOLDINGS, LLC, a Delaware limited liability company (“TIH”). Capitalized terms used in this Guaranty and not expressly otherwise defined herein shall have the meanings set forth for those terms in the Agreement (as defined below).

Factual Background

A. Reference is made to that certain Management Agreement (Treasure Island) dated as of even date herewith (as amended from time to time, the “Agreement”), executed by and between The Newhall Land and Farming Company, LLC, a Delaware limited liability company (“Manager”), and TIH, pursuant to which Manager, among other things, agreed to certain payment obligations as more particularly described in the Agreement.

B. Guarantor is an affiliate of Manager and will benefit from the performance of the mutual covenants set forth in the Agreement and accordingly is agreeing to provide this Guaranty.

Guaranty

1. Guaranty and Agreement. Guarantor absolutely, irrevocably, and unconditionally guarantees the full and punctual performance and completion by Manager of, and agrees to perform to the extent Manager does not do so, Manager’s payment obligations under section 7.2 of the Agreement as and when required pursuant to the terms of the Agreement (the “Obligations”). Guarantor shall assume responsibility for and shall fully perform all of the Obligations, at Guarantor’s sole cost and expense, promptly on receiving written notice from TIH that Manager has failed to perform any Obligations. Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether or not any Insolvency Proceeding (as defined below) shall have stayed the accrual or collection of any of the Obligations or acted as a discharge thereof). Guarantor agrees that its guarantee hereunder is continuing in nature and applies to all Obligations, whether currently existing or hereafter incurred. Notwithstanding anything to the contrary herein, under no circumstances shall the aggregate liability of Guarantor hereunder or otherwise for the Obligations exceed Five Million Dollars ($5,000,000).

2. TIH’s Remedies. If Guarantor fails to promptly perform its obligations under Section 1 above, TIH shall immediately have the right to bring any action at law or in equity or both, or commence any reference or arbitration proceeding to compel Guarantor to perform its obligations under Section 1 above, and to collect compensation for all loss, cost, damage, injury and expense which may be sustained or incurred by TIH as a direct or indirect consequence of

Guarantor’s failure to perform those obligations, including interest at an interest rate of ten percent (10%) per annum. TIH from time to time may bring such an action or commence such a reference or arbitration proceeding, regardless of whether TIH has first required performance by Manager or whether TIH has exhausted any or all security for the Obligations.

3. Rights of TIH. Guarantor authorizes TIH to perform any or all of the following acts at any time in its sole and absolute discretion, all without notice to Guarantor and without affecting Guarantor’s obligations under this Guaranty:

3.1 Subject to any consents needed from Manager pursuant to the terms of the Agreement, TIH may alter any terms or conditions of the Agreement or any part of it;

3.2 TIH may take and hold security for the Obligations, exchange, waive or release any or all such security (with or without consideration) or enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion;

3.3 TIH may release Manager from its liability under the Agreement; and

3.4 TIH may substitute, add or release any one or more guarantors for the Obligations.

Without limiting the foregoing, Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, or amended or modified, without notice to or further assent from it, and that it will remain bound upon this Guaranty notwithstanding any extension, renewal, amendment or modification of any Obligation.

4. Guaranty to be Absolute. Guarantor expressly agrees that, until the Obligations are fully paid and performed in accordance with the Agreement and each and every term, covenant, and condition of this Guaranty is fully performed, Guarantor shall not be released by or because of, and the obligations of Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination because of:

4.1 Any act or event which might otherwise discharge, reduce, limit, or modify Guarantor’s obligations under this Guaranty;

4.2 Any waiver, extension, modification, forbearance, delay, or other act or omission of TIH, or its failure to proceed promptly or otherwise as against Manager, Guarantor or any security, including any release of, or any impairment of, or failure to perfect any lien on or security interest in, any security held by TIH for the Obligations;

4.3 Any action, omission or circumstance which might increase the likelihood that Guarantor may be called upon to perform under this Guaranty or which might affect the rights or remedies of Guarantor as against Manager;

4.4 Any dealings occurring at any time between Manager, on the one hand, and TIH, on the other, whether relating to the Obligations or otherwise; or

4.5 Any action of TIH described in Section 3 above.

Guarantor hereby acknowledges that absent this Section 4, Guarantor might have a defense to the enforcement of this Guaranty as a result of one or more of the foregoing acts, omissions, agreements, waivers, or matters. Guarantor hereby expressly waives and surrenders any defense to any liability under this Guaranty based upon any of such acts, omissions, agreements, waivers, or matters. It is the express intent of Guarantor that Guarantor’s obligations under this Guaranty are and shall be absolute, unconditional, and irrevocable.

5. Guarantor’s Waivers. Guarantor waives:

5.1 All statutes of limitations as a defense to any action or proceeding brought against Guarantor by TIH, to the fullest extent permitted by law;

5.2 Any right it may have to require TIH to proceed against Manager, proceed against or exhaust any security held from Manager, or pursue any other remedy in TIH’s power to pursue;

5.3 Any defense based on any claim that Guarantor’s obligations exceed or are more burdensome than those of Manager;

5.4 Any defense based on: (a) any legal disability of Manager or the invalidity, illegality or unenforceability of the Obligations or any part thereof or any impossibility of performance of the Obligations; (b) any release, discharge, modification, impairment or limitation of the liability of Manager to TIH from any cause, whether consented to by TIH or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships, including any proceeding under the Bankruptcy Reform Act of 1978, as amended or recodified (the “Bankruptcy Code”), or under any other present or future state or federal law regarding bankruptcy, reorganization or other relief to debtors (any such proceeding referred to as an “Insolvency Proceeding”); or (c) any rejection or disaffirmance of the Obligations, or any part of any of them, or any security held for any of them, in any such Insolvency Proceeding;

5.5 Any defense based on any action taken or omitted by TIH in any Insolvency Proceeding involving Manager, including any election to have TIH’s claim allowed as being secured, partially secured or unsecured, any extension of credit by TIH to Manager in any Insolvency Proceeding, and the taking and holding by TIH of any security for any such extension of credit;

5.6 All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of intention to accelerate, notices of acceleration, notices of default, notices of dishonor, notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, except for any demand or notice by TIH to Guarantor expressly provided for in Section 1 above;

5.7 Any defense based on or arising out of any defense that Manager may have to the payment or performance of the Obligations or any part of them;

5.8 Any defense based on any lack of authority of the officers, directors, partners, members, or agents acting or purporting to act on behalf of Manager or any principal of Manager or any defect in the formation of Manager or any principal of Manager; and

5.9 Any defense based on or arising out of any action of TIH described in Section 3 or Section 4 above.

6. Waivers of Subrogation and Other Rights and Defenses.

6.1 Upon a breach or default by Manager under the Agreement, TIH in its sole and absolute discretion, without prior notice to or consent of Guarantor, may elect to: (a) foreclose either judicially or nonjudicially (as allowed by applicable law) against any real or personal property security it may hold for the Obligations; (b) accept a transfer of any such security in lieu of foreclosure; (c) compromise or adjust the Obligations or any part of them or make any other accommodation with Manager or Guarantor; or (d) exercise any other remedy against Manager or any security. No such action by TIH shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Manager for any sums paid or performance rendered to TIH, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by TIH or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Obligations.

6.2 Regardless of whether Guarantor may have made any payments to TIH, Guarantor hereby waives: (a) all rights of subrogation, indemnification, contribution, and any other rights to collect reimbursement from Manager or any other party for any sums paid or performance rendered to TIH, whether contractual or arising by operation of law (including, without limitation, under any provisions of the Bankruptcy Code, or any successor or similar statutes) or otherwise; (b) all rights to enforce any remedy that TIH may have against Manager; and (c) all rights to participate in any security now or later to be held by TIH for the Obligations. Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification, and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnification, and contribution Guarantor may have against Manager or against any collateral or security, shall be junior and subordinate to any rights TIH may have against Manager, and to all right, title, and interest TIH may have in any such collateral or security. If any amount shall be paid to Guarantor on account of any such subrogation, reimbursement, indemnification, or contribution rights at any time when all Obligations have not been paid or performed in full, such amount shall be held in trust for TIH and shall forthwith be paid over to TIH to be credited and applied against the Obligations, whether matured or unmatured, in accordance with the terms of the Agreement. The covenants and waivers of Guarantor contained in this Section 6.2 shall be effective until the termination of this Guaranty, and are made for the benefit of TIH, Manager, and any other Person against whom Guarantor shall at any time have any rights of subrogation, reimbursement, indemnification, or contribution with respect to Guarantor’s obligations under this Guaranty.

6.3 Guarantor waives any rights and defenses that are or may become available to Guarantor by reason of any statute governing guaranties or suretyship.

6.4 Guarantor waives any right or defense it may have at law or equity other than satisfaction of the Obligations, which may provide, among other things: that a creditor must file a complaint for deficiency within a specified period of time after a nonjudicial foreclosure sale or judicial foreclosure sale, as applicable; that a fair market value hearing must be held; and that the amount of the deficiency judgment shall be limited to the amount by which the unpaid debt exceeds the fair market value of the security, but not more than the amount by which the unpaid debt exceeds the net proceeds of the sale of the security.

6.5 No provision or waiver in this Guaranty shall be construed as limiting the generality of any other provision or waiver contained in this Guaranty.

6.6 Guarantor agrees that the payment or performance of any act which tolls any statute of limitations applicable to the Obligations shall similarly operate to toll the statute of limitations applicable to Guarantor’s liability hereunder.

7. Revival and Reinstatement. If any payment of any Obligation is rescinded or if TIH is required to pay, return, or restore to Manager or any other Person any amounts previously paid on the Obligations because of any Insolvency Proceeding of Manager, any stop notice, or any other reason, the obligations of Guarantor hereunder shall be reinstated and revived and the rights of TIH hereunder shall continue with regard to such amounts, all as though they had never been paid.

8. Information Regarding Manager. Before signing this Guaranty, Guarantor investigated the financial condition and business operations of Manager and such other matters as Guarantor deemed appropriate to assure itself of the ability of Manager to discharge the Obligations. Guarantor assumes full responsibility for that due diligence, as well as for keeping informed of all matters that may affect the ability of Manager to pay and perform its Obligations. TIH has no duty to disclose to Guarantor any information which TIH may have or receive about the financial condition or business operations of Manager, the condition or uses of the Property, or any other circumstances bearing on the ability of Manager to perform.

9. Intentionally Omitted.

10. Guarantor’s Representations and Warranties. Guarantor makes the following representations and warranties for the benefit of TIH, which shall survive the execution and delivery of this Guaranty:

10.1 All financial statements and other financial information relating to Guarantor furnished or to be furnished to TIH are or shall be, at the time furnished, true and correct in all material respects and do or shall, at the time furnished, present fairly in all material respects the financial condition of Guarantor (including all contingent liabilities);

10.2 All financial statements relating to Guarantor furnished or to be furnished to TIH comply or shall comply, at the time furnished, with all government regulations that apply;

10.3 All financial statements relating to Guarantor furnished or to be furnished to TIH were or shall be, at the time furnished, prepared in accordance with generally accepted accounting principles, consistently applied unless otherwise noted therein;

10.4 There are no claims, actions, proceedings or investigations pending against Guarantor, which, if adversely resolved, would have a material adverse impact upon Guarantor’s ability to perform its obligations hereunder. To the best of Guarantor’s knowledge, there has been no threat of any such claim, action, proceeding or investigation;

10.5 There has been no material adverse change in the business condition (financial or otherwise), operations, properties or prospects of Guarantor since the dates of the financial statements most recently furnished to TIH;

10.6 Guarantor has all requisite organizational power and authority to execute, deliver and perform all of its obligations under this Guaranty. The execution, delivery, and performance by Guarantor of this Guaranty have been duly authorized by all necessary limited liability or other organizational action. This Guaranty has been duly authorized, executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms. No provision or obligation of Guarantor contained in this Guaranty violates any applicable law, regulation or ordinance, or any order or ruling of any court or Governing Agency. No such provision or obligation conflicts with, or constitutes a breach or default under, any agreement to which Guarantor is a party. No consent, approval or authorization of or notice of or to any Person is required in connection with Guarantor’s execution of, and performance of its obligations under, this Guaranty; and

10.7 Guarantor directly or indirectly holds material interests in Manager.

11. Events of Default. TIH may declare Guarantor to be in default under this Guaranty upon

the occurrence of any of the following events (each an “Event of Default”), following written notice to Guarantor and ten (10) days opportunity to cure (provided, however, that there shall be no cure with respect to matters set forth in Sections 11.2, 11.4 and 11.5):

11.1 Guarantor fails to perform any of its obligations under this Guaranty;

11.2 Guarantor purports to revoke this Guaranty or this Guaranty becomes ineffective for any reason;

11.3 Any representation or warranty made or given by Guarantor to TIH proves to be false or misleading in any material respect;

11.4 Guarantor becomes insolvent or the subject of any Insolvency Proceeding; provided, however, that an involuntary Insolvency Proceeding shall not be considered an Event of Default hereunder if it is either (a) consented to in writing by TIH, or (b) has been dismissed within ninety (90) days of the filing thereof; or

11.5 Guarantor dissolves or liquidates.

12. Additional and Independent Obligations. Guarantor’s obligations under this Guaranty are in addition to its obligations under any other existing or future guaranties, each of which shall remain in full force and effect until it is expressly modified or released in a writing signed by TIH. Guarantor’s obligations under this Guaranty are independent of those of Manager with respect to the Obligations. TIH may bring a separate action, or commence a separate reference or arbitration proceeding against Guarantor without first proceeding against Manager, any other Person or any security that TIH may hold, and without pursuing any other remedy.

13. No Waiver; Consents; Cumulative Remedies. Each waiver by TIH shall be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from TIH’s delay in exercising or failure to exercise any right or remedy against Manager, Guarantor or any security. Consent by TIH to any act or omission by Manager or Guarantor shall not be construed as a consent to any other or subsequent act or omission, or as a waiver of the requirement for TIH’s consent to be obtained in any future or other instance. All remedies of TIH against Manager and Guarantor are cumulative.

14. Survival. This Guaranty shall remain in full force and effect and shall survive the exercise of any remedy by TIH under the Agreement.

15. Successors and Assigns. The terms of this Guaranty shall bind and benefit the successors and assigns of TIH and Guarantor; provided, however, that Guarantor may not assign this Guaranty, or assign or delegate any of its rights or obligations under this Guaranty, without the prior written consent of TIH in each instance.

16. Notices. All notices given under this Guaranty shall be in writing and be given by personal delivery, overnight receipted courier (such as Federal Express), or by registered or certified United States mail, postage prepaid, at the following addresses:


If to Guarantor:		Five Point Operating Company LLC
		25 Enterprise Drive
		Aliso Viejo, California 92656

with a copy to:

		Five Point Operating Co., LLC
		25 Enterprise, Suite 300
		Aliso Viejo, California 92656
		Attention: Legal Notices

and a copy to:

		Paul Hastings LLP
		55 Second Street, 24th Floor
		San Francisco, California 94105
		Attention: David A. Hamsher
		Facsimile: 415.856.7123


If to TIH:

		TREASURE ISLAND HOLDINGS, LLC c/o Lennar Corporation
		25 Enterprise Drive, Suite 400
		Aliso Viejo, California 92656
		Attention: Jon Jaffe
		Joan Mayer

with a copy to:

		TREASURE ISLAND HOLDINGS, LLC c/o Lennar Corporation
		700 NW 107th Avenue
		Miami, Florida 33172
		Attention: Mark Sustana, General Counsel

and a copy to:

		Bilzin Sumberg Baena Price & Axelrod LLP
		1450 Brickell Avenue, Suite 2300
		Miami, Florida 33131
		Attn: Steven D. Lear, Esq.
		Facsimile: 305.351.2232

and a copy to:

		HPSCP Opportunities, L.P. c/o Castlelake
		4600 Wells Fargo Center
		90 South Seventh Street
		Minneapolis, Minnesota 55402
		Attention: General Counsel
		Facsimile: 612.851.3001

Notices shall be effective upon the first to occur of receipt, when proper delivery is refused, or the expiration of forty-eight (48) hours after deposit in registered or certified United States mail as described above. Addresses for notice may be changed by any party by notice to any other party in accordance with this Section. If Guarantor consists of more than one party, service of any notice on any one Guarantor signing this Guaranty shall be effective service on Guarantor for all purposes.

17. Rules of Construction. In this Guaranty, the word “Manager” includes both Manager and any other Person who at any time assumes or otherwise becomes primarily liable for all or any part of the Obligations of Manager under the Agreement. If this Guaranty is executed by more than one person, the word “Guarantor” includes all such persons. The word “include(s)” means “include(s), without limitation,” and the word “including” means “including, but not limited to.” When the context and construction so require, all words used in the singular shall be deemed to have been used in the plural and vice versa. No listing of specific instances, items or

matters in any way limits the scope or generality of any language of this Guaranty. All headings appearing in this Guaranty are for convenience only and shall be disregarded in construing this Guaranty.

18. Governing Law; Submission to Jurisdiction.

18.1 This Guaranty and the rights and obligations of the parties hereunder, and any claim, controversy or dispute arising under or related to this Guaranty, shall be governed by, and construed in accordance with, the laws of the State of California.

18.2 Each party hereto consents to the non-exclusive jurisdiction of the federal and state courts within the County of San Francisco in the State of California with regard to any action or proceeding arising out of or relating to this Guaranty.

19. Costs and Expenses. If any lawsuit, reference, or arbitration is commenced which arises out of, or which relates to this Guaranty, the prevailing party shall be entitled to recover from each other party such sums as the court, referee, or arbitrator may adjudge to be reasonable attorneys’ fees (including allocated costs for services of in-house counsel) in the action or proceeding, in addition to costs and expenses otherwise allowed by law. In all other situations, including any Insolvency Proceeding, Guarantor agrees to pay all of TIH’s costs and expenses, including attorneys’ fees (including allocated costs for services of TIH’s in-house counsel), that may be incurred in any effort to collect or enforce the Obligations or any part of the Obligations or any term of this Guaranty. From the time(s) incurred until paid in full to TIH, all sums shall bear interest at an interest rate of ten percent (10%) per annum.

20. Consideration. Guarantor acknowledges that it expects to benefit from TIH’s performance of its obligations under the Agreement because of its relationship to Manager, and that it is executing this Guaranty in consideration of that anticipated benefit.

21. Enforceability. Guarantor acknowledges that Guarantor has had adequate opportunity to carefully read this Guaranty and to seek and receive legal advice from skilled legal counsel of Guarantor’s choice in the area of financial transactions of the type contemplated herein prior to signing it. Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantor in this Guaranty are complex in nature; (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter; and (c) as part of TIH’s consideration for entering into the Agreement, TIH has specifically bargained for the waiver and relinquishment by Guarantor of all such defenses. Given all of the above, Guarantor does hereby represent and confirm to TIH that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of such possible defenses; (ii) the circumstances under which such defenses may arise; (iii) the benefits which such defenses might confer upon Guarantor; and (iv) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty and all of the informed waivers herein shall each and all be fully enforceable by TIH, and that TIH was induced to enter into the Agreement in material reliance upon the presumed full enforceability hereof.

22. Miscellaneous. This Guaranty may be executed in counterparts, and all counterparts shall constitute but one and the same document. The illegality or unenforceability of one or more provisions of this Guaranty shall not affect any other provision. Time is of the essence in the performance of this Guaranty by Guarantor.

23. Integration; Modifications. This Guaranty (a) integrates all the terms and conditions mentioned in or incidental to this Guaranty, (b) supersedes all oral negotiations and prior writings with respect to its subject matter, and (c) is intended by Guarantor and TIH as the final expression of the agreement with respect to the terms and conditions set forth in this Guaranty and as the complete and exclusive statement of the terms agreed to by Guarantor and TIH. This Guaranty may not be modified except in a writing signed by both TIH and Guarantor. No course of prior dealing, usage of trade, parol or extrinsic evidence of any nature shall be used to supplement, modify or vary any of the terms hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the Effective

Date. GUARANTOR:


FIVE POINT OPERATING COMPANY, LLC, a Delaware limited liability company

By:
Name:
Title:

Agreed and Accepted:

TREASURE ISLAND HOLDINGS, LLC, a Delaware limited liability company

By:	Lennar Homes of California, Inc.,
	a California corporation, its Sole Member

	By:
	Name:	Jonathan M. Jaffe
	Title:	Vice President

[Treasure Island Management Agreement – Guaranty Agreement]