ESCROW HOLD þeE RNAME OF þEE SCROW-HOLDER þ þAA DDRESS, þCC ITY, þSS TATE, ZIP þCC ODE þEE SCROW þAA CCOU þnN T NUMBERTIM þeE - þShSH AR þeE PLANNAME OF þTT IME-S þhH ARE PLA þnNþCC OU þnN TY þDRE DRE þFF ILE NUMBER þDeDE V þeE LO þpePE RNAME OF þDD EVELOPER þAA DDRESS, þCC ITY, þSS TATE, ZIP þCC ODE þAA SSOCIA þtT IONNAME OF þOO W þnN ERS þAA SSOCIATIO þnNþAA DDRESS, þCC ITY, þSS TATE, ZIP þCC ODE SUBDIVIþsSIONþsS PAR þtT þOO N þeE 227 þAA SS þeE SSM þeE N þtT / þSS UBSIDY þSeSE CURI þtT Y þAA GR þeeEE M þeE N þtT 1. þ This Assessment/Subsidy Security Agreement (223Agreement224) is made this day of , 2. þ RecitalsA. þ Property to Which Agreement Applies. Developer is the owner of certain real property described as: Records of County, State of (herein 223the Time-Share Plan224).B. þ Public Report. Developer has applied for a California Department of Real Estate Public Report (223Public Report224) covering the Time-Share Plan. Prior to obtaining the Public Report, the Developer is required pursuant to the provisions of Section 11241 of the B&P Code to make and retain in full force and effect arrangements to secure the prompt and faithful performance of Developer222s obligation to Association under Part One Paragraph 3 of this Agreement.3. þ Secured Obligation (check one) þ Developer shall promptly and faithfully perform Developer222s obligation to the Association under the Subsidy Agreement pursuant to Section 11241(a)(2). On , , the Developer and Association have entered into a written Subsidy Agreement, copy of which is attached to this Agreement as an Exhibit. þ The Developer will pay full maintenance fees for each interest owned by the Developer pursuant to Section 11241(a)(1). STATE OF CALIFORNIAþDDEPARTMENT OF þRREAL þEEþsSTATETIME-SHARE þAAþssSSEþssSSMENþtT/SUBþsSIDY SECURIþtTY þAAGREEMENþtT (B&P 24711241)RE 643D (Rev. 6/05) American LegalNet, Inc. www.FormsWorkFlow.com RE 643D þ Page 2 of 54. þ Security. To secure the performance of the obligation described in Part One, Paragraph 3, above, the Developer has procured the issuance of the: þ Surety bond in the sum of Dollars ($), to the Association, as obligee, þ Letter of credit in the sum of Dollars ($), þ Set-aside letter in the sum of Dollars ($) þ A copy of which instrument is attached to this Agreement as an Exhibit, or þ Cash deposit in the sum of Dollars þ The term 223Security224 as used in this Agreement refers to the cash deposit, surety bond, letter of credit, or set-aside letter 5. þ Set-Aside Letterobligations under Part One, Paragraph 3 of this Agreement, or until disbursed in accordance with the terms of the set-the obligation described in Part One, Paragraph 3, above.6. þ Enforcement and Release of the Security. If the Developer fails to perform the Developer222s obligation under Part One, Paragraph 3 of this Agreement, the Association shall have the right, whether through enforcement of the Security, demand upon funds drawn thereunder held by the Escrow Holder, or otherwise, to receive such sums as may be required to satisfy the obligation of the Developer under Part One, Paragraph 3 of this Agreement, and the Developer shall, without regard to any other disputes or negotiations then existing, immediately take any and all actions and execute any and all documents as may be required to cause such sums to be paid to the Association. Any amount received by the Association directly from the Developer or from proceeds of the Security shall be credited against any claim by the Association performance by Developer of Developer222s obligations under this Agreement, the Association shall, without regard to any other disputes or negotiations then existing, immediately take any and all actions and execute any and all documents reasonably necessary to cause the Security to be released and exonerated.7. þ . In the event there is a dispute between the Developer and the Association with respect to this Agreement, or the enforcement, exoneration, or release of the Security, the issue or issues shall, at the request of either Developer or Association, be submitted to arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (223AAA224) before an arbitrator selected from the panels of the arbitrators of said AAA. In the event of referral to arbitration, Developer will remit the fee to initiate the arbitration. The parties agree, however, that the costs of arbitration shall ultimately be borne as determined by the arbitrator. The parties further agree to abide by the determination of the arbitrator with respect to the enforcement, exoneration or release of the Security and with respect to payment of the costs of arbitration.8. þ Attorney222s Fees. In any action or proceeding arising out this Agreement, the prevailing party or parties shall be entitled to reasonable attorney222s fees.9. þ Obligations of Parties; Assignment. This Agreement and the rights and obligations of each of the parties are personal to such parties and may not be transferred or assigned without the prior written consent of the other, except that Developer may assign its rights under this Agreement to a successor in interest as part of a transfer of the Time-Share Plan in its entirety. Developer may also assign its rights under this Agreement to the Issuer of the Security. Such assignment does not make the assignee liable for any of Developer222s obligations pursuant to this Agreement, unless such obligations have 10. þ Binding Upon Successors. This Agreement and the rights and duties of the parties shall be binding upon and shall inure American LegalNet, Inc. www.FormsWorkFlow.com RE 643D þ Page 3 of 511. þ Laws of California. This Agreement shall be construed and governed by the laws of the State of California.12. þ Delivery of Agreement. Developer shall furnish the Association with an executed copy of this Agreement and the Instructions to Escrow Depository along with evidence of the Security deposited with Escrow no later than ten (10) days 13. þ Complete Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter covered in this Agreement.PAR þtT TWO 227 þII NS þtT RUC þtT IONS þtT O ESCROW þDepDEP OSI þtT ORYThis constitutes joint escrow instructions of the Developer and the Association, which instructions are irrevocable except Association are the only principals in this escrow.Escrow Holder hereby acknowledges receipt of the cash deposit, surety bond, letter of credit, or set-aside letter described in the capitalized terms in these instructions shall have the same meaning as set forth in the foregoing Agreement.Nothing contained in these instructions imposes any duty on the Escrow Holder to interpret Section 11241 of the California B&P Code, to audit in any way the Developer222s discharge of its duties or obligations thereunder, or to verify the truth of the statements made in any notices given to the Escrow Holder by the Developer or the Association. Except as otherwise provided by law, the duties of the Escrow Holder are to receive, hold, release, or draw upon the Security in accordance with Escrow Holder hereby agrees to comply with the terms and provisions of these instructions.1. þ Return Of The Security To The Developer.A. þ If the Escrow Holder receives a written demand from the Developer for the return of the Security, which demand calendar days of receipt of the demand and statement, the Escrow Holder shall deliver a copy of the demand and statement to the Association, or its authorized agents, together with a notice to the Association that the Association222s written objection to return of the Security to the Developer must be received by the Escrow Holder within forty (40) days after delivery of the demand and statement to the Association.B. þ If the Security was procured to secure the Developer222s obligation to pay full maintenance fees for interests owned by the Developer pursuant to Section 11241(a)(1), a notice from the Developer that sales of 80% of the interests in the time-share plan have closed must accompany the demand from the Developer for the return of the Security under Part II, Paragra