TIMBERS KAUAI – OCEAN CLUB & RESIDENCES aka TK Resort Vacation Ownership Project ESCROW AGREEMENT (Club Interest) THIS AGREEMENT made this 11th day of January, 2017, by and between TITLE GUARANTY ESCROW SERVICES, INC., a Hawaii corporation, with its principal place of business at 235 Queen Street, Honolulu, Hawaii 96813 (hereinafter called “Escrow”), and TOWER KAUAI LAGOONS 9B, LLC, a Delaware limited liability company, with its principal place of business at 3351 Ho’olaulea Way, Lihue, Hawaii 96766 (hereinafter called “Seller”); WITNESSETH: WHEREAS, Seller has developed a timeshare interest ownership program, known as Timbers Kauai – Ocean Club & Residences (“Timeshare Project”), in the condominium project known as Timbers Kauai – Ocean Club & Residences located at Lihue, Kauai, Hawaii, and will be soliciting and accepting purchase agreements (the “Purchase Agreements” or, individually, “Purchase Agreement”) to purchase Timeshare Interests in the Timeshare Project (the “Timeshare Interests”); and WHEREAS, the Hawaii Time Share Law, Hawaii Revised Statutes (“HRS”), Chapter 514E, as amended, and the rules and regulations promulgated thereunder (hereinafter together called the “Time Share Act”), require that all funds, negotiable instruments and purchase money contracts (collectively, “Purchasers' Funds”) paid or made by purchasers and prospective purchasers prior to the closing of a purchase of a Timeshare Interest shall be placed in an escrow account under an escrow agreement; and WHEREAS, Escrow agrees to hold and disburse all Purchasers' Funds, negotiable instruments, and purchase money contracts, and, to the extent required by Seller, to hold all instruments, including Purchase Agreements, executed by purchasers or prospective purchasers, in accordance with the provisions of the Time Share Act and Condominium Act. NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: 1. PAYMENT OF FUNDS TO ESCROW. All Purchasers’ Funds and other funds called for under the Purchase Agreement for the sale of a Timeshare Interest between Purchaser and Seller shall bedeposited into the escrow account established by Escrow. Escrow shall deliver evidence of deposit to Purchaser and Seller upon request. Notwithstanding the foregoing, Seller or Seller's sales agent may hold, until the expiration of the seven-day cancellation period provided by HRS Section 514E-8 and Hawaii Administrative Rules (“HAR”) Section 16-106-20, or any longer cancellation period provided in the Purchase Agreement, any negotiable instrument or purchase money contract made by a purchaser: (1) for which subsequent holders cannot claim holder-in-due course status within the meaning of Article 3 of HRS Chapter 490; or (2) where
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