Agmt01 Western Innisfree Ventures LLC

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I ! i the obligations and liabilities of the parties under this Agreement shall cease and terminate in the manner set forth in Sections 807(B), 808(B) or 809(B), as applicable. Nothing in this section shall be construed to impair or affect the rights or obligations of Developer to specific perfomiance. Any amendment to the escrow instructions shall be in writing and signed by both the Agency and Developer. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency or Developer shall be directed to the addresses and in the manner established in Section 1002 of this Agreement for notices, demands and communications between the Agency and Developer. Neither Developer nor the Agency shall be liable for any real estate commissions or brokerage fees that may be claimed under this Agreement. Developer and the Agency each represents that it has not engaged any broker, agent or finder in connection with the transactions contemplated in this Agreement, except for A. Bemard McCarthy ("McCarthy") who has been engaged by Developer pursuant to a separate agreement between Developer and McCarthy and for which Developer shall be solely responsible. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under this article. §406 Recordation of Grant Deed or Grant Deeds Upon the close of Escrow, the Escrow Agent shall file the Grant Deeds for recordation among the land records in the Office of the County Recorder for San Mateo County, shall deliver the applicable purchase price for the Acquisition Parcels, less the applicable portion of the Letter of Credit or Cash Deposit, pursuant to Section 305 of this Agreement, and other required sums to the Agency, and shall deliver to Developer a title insurance policy or policies insuring title in confmmity with Section 312 of this Agreement. Article fi. DEVELOPMENT OF THE PROJECT §501 Scope of Development The Project shall be designed and developed in two phases as an integrated retail-cinema complex on Block One and an office building and public parking structure (and related off-site improvements) on Block Two, as shown in Attachments 4 and 5, respectively. In addition, as provided in Section 518 the office building on Block Two shall be integrated with the Parking Structure to be constructed on thc City-Retained Parcel. Thc buildings shall bc designed with architectural excellence substantially consistent with the Project Guidelines. The space around the buildings shall be designed, landscaped and developed to the same level of architectural excellence. All development shall conform to the applicable City codes and standards, as set forth in the Project Approvals. With respect to the cinema facility to be developed on Block One, the Developer shall enter into a lease with a theater operator (the "Operator") approved by the Agency, which lease shall have a term of not less than fifteen (15) years and shall provide for the operation ora 20- screen, 4,200 seat theater with stadium seating and a Dolby-registered ,TI-IX or comparable state- of-the-art sound system, which shall be open for business seven days per week and shall primarily show first-nm film releases in the theater facility (the "Cinema Lease"). The Agency's and the City's objective and preference is for the Project Site to be the City's multi-screen entertainment center and for the existing theater complex, located at 555 East Bayshore in DOCSSFl:495065.9 9975-5 NWN