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contains only the signature block of Buchanan. C. Accept a substitute page 6 for the Memorandum of Amended Disposition and Development Agreement for Downtown Retail-Cinema and Parking Project, which substitute page contains the signature of BHV but not Buchanan. Said substitute page will be deposited with the Escrow Agent by the Developer, together with a new acknowledgment. Section III - Additional Deposits The Parties have agreed to the following: A. The Parties will each deposit two originally executed copies of a letter agreement ("Letter Agreement"), executed in counterparts, whereby they confirm that the Maintenance Agreement required by Section 519 of the DDA will be completed following the close of escrow, and will be completed within a reasonable time, but in any event not later than June 30, 2005. The Parties hereby agree that the Letter Agreement may be executed in counterparts, all of which together shall be deemed one and the same document. At the close of escrow, the Escrow Agent is directed to disburse to each of the Parties one complete Letter Agreement, containing the original signatures of each of the Parties. B. The Parties will each deposit two originally executed copies of the Modification of Schedule of Performance for Amended and Restated Disposition and Development Agreement for Downtown Retail-Cinema and Parking Project (the "Modification Agreement"), executed in counterparts. At the close of escrow, the Escrow Agent is directed to disburse to each of the Parties one complete Modification Agreement, containing the original signature of each of the Parties. C. The Developer will deposit into escrow a copy of an Action by Unanimous Written Consent of Members, whereby Buchanan consents to BHV's execution of certain documents. The deposit thereof by the Developer constitutes the Developer's representation that the copy deposited into escrow is a true and correct copy of the original document, and that said document has not been amended or modified and remains in full force and effect. At the close of escrow, the Escrow Agent is directed to disburse the copy thereof to the City. Section IV - Removal of Title Exception The Parties agree that a condition for the close of escrow shall be that the certain Memorandum of Lease in favor of Cost Plus, Inc., recorded September 9, 2003, as Instrument No. 2003-257260, shall have been rescinded or vacated. -2- .. . -----....-,.-