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2. Documents - The Developer will deposit a fully executed and binding copy of the Cinema Lease as provided in the DDA, unless the Agency waives this condition in writing. D. Joint Deposits by Parties - The Parties shall have jointly deposited, or shall all have separately waived in writing the requirement for the deposit of, the following: 1. A fully executed Memorandum of Amended Disposition and Development Agreement for Downtown Retail-Cinema and Parking Project ("Memorandum of DDA"); and 2. Such other documents as are reasonably required by the Escrow Agent in order to comply with the provisions of the DDA andJor these joint escrow instructions. Section II . Conditions for Close of Escrow The Escrow Agent shall close the escrow, as provided in Section V, when the following conditions have been met: A. First American Title Insurance Company is unconditionally prepared and irrevocably committed to issue to Developer its Owner's Policy of Title Insurance (Form B 1970, amended 10/17/70 only) in the amount of Thirty One Million Dollars ($31,000,000) in the exact form set forth in the Proforma attached hereto as Exhibit A (including all endorsements and handwritten changes) and insuring Developer as the fee simple owner of Parcel A. B. The Escrow Agent holds the documents required to be deposited pursuant to Section I above, such documents being duly executed and acknowledged where required, and the funds required to be deposited in Section I above. C. The following conditions identified in the DDA have been waived by the Agency or acknowledged to have been satisfied: I. The requirement that the parties agree as to the Parking Facilities Cost (DDA Section 402.A.6), which has been satisfied. 2. The determination of a feasible means of financing the Public Parking Facility (DDA Section 402.A 7), which has been satisfied. D. The following conditions identified in the DDA have been waived by the Developer or acknowledged to have been satisfied: 1. The requirement that the parties agree as to the Parking Facilities Cost (DDA Section 402.B.16). REDW\0002\DOC\008-8. WPD 3 11 \5\04 900 law .. . _..........-