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JOINT ESCROW INSTRUCTIONS To: First American Title ("Escrow Agent"). 555 Marshall Street Redwood City, CA 94063 Attention: Karen Matsunaga Escrow Officer From: City of Redwood City (the "City"); Redevelopment Agency of the City of Redwood City (the "Agency"); and On Broadway Redwood City, LLC (the "Developer"). Re: Escrow No. NC5 '1;.5 ,; 3 5 ff) These joint escrow instructions constitute the direction of the City, the Agency and the Developer (sometimes jointly referred to herein as the "Parties") to the Escrow Agent in connection the above referenced escrow, which is pursuant to that certain Amended and Restated Disposition and Development Agreement for Downtown Retail-Cinema and Parking Project, by and between BHV Innisfree Ventures I, LLC ("BHV"), the Agency and the City, dated as of January 8, 2003. The same parties subsequently entered into that certain First Implementation Agreement to Amended and Restated Disposition and Development Agreement, dated as of February 24, 2003, and that certain Second Implementation Agreement to Amended and Restated Disposition and Development Agreement, dated as of September 23, 2003. These three documents together are referred to hereinafter as the "DDA." BHV assigned its rights and obligations in and under the DDA to the Developer by way of an Assignment and Assumption Agreement dated as of May 5, 2004. Defined terms not otherwise defined herein shall have the meaning set forth in the DDA. Article 4 of the DDA, together with these Joint Escrow Instructions, shall provide the instructions of the Parties to the Escrow Agent. Section I - Deposits With Escrow Holder The City and the Agency have filed with the County of San Mateo for recordation that certain Parcel Map 2003-2. References in these joint escrow instructions to "Parcel Map" refer thereto. REDW\0002\DOC\008-8. WPD 1 ] ]\5\04 900 law .. .... -. . --.....,-...,.- . ...-,,--..- .__._..'_....-~.-_.._."~-_.,_._--