Agmt10 R.C. Peninsula Park, LLC (2)

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B. Joint or Third Party Payments. The City may make any payment jointly to the Developer and any mortgagee or trust deed beneficiary, contractor or supplier of materials, or other party designated by the Developer, as their interests may appear, or solely to any such third party, if the Developer so requests the same in writing or if the City reasonably determines such joint or third party payment is necessary or appropriate to obtain lien releases, or to release any third party claims as reasonably determined by the City in its sole discretion. C. Withholding Payments. The City shall be entitled, but shall not be required, to withhold any payment hereunder for a Discrete Component if the Developer (or any Affiliate), is delinquent in the payment of ad valorem real property taxes, special assessments or taxes, or Special Taxes levied in the CFD. In the event of any such delinquency, the City shall only make payments hereunder, should any be made at the City's sole discretion, directly to contractors or other third parties employed in connection with the construction of the Facilities or to any assignee of the Developer's interests in this Acquisition Agreement (and not to the Developer or any Affiliate), until such time as the Developer or an Affiliate provides the City Engineer with evidence that all such delinquent taxes and assessments have been paid. The City shall withhold payment for any Discrete Component or Facility constructed on land not previously dedicated or otherwise conveyed to the City until Acceptable Title to such land is conveyed to the City as described in Article VI hereof. The City shall be entitled to withhold any payment hereunder for a Discrete Component that is the subject of a Payment Request until it is satisfied that any and all claims for labor and materials have been paid by the Developer for the Discrete Component that is the subject of a Payment Request, or conditional lien releases (in the form set forth as Exhibit E) have been provided by the Developer for such Discrete Component. The City, in its discretion, may waive this limitation upon the provision by the Developer of sureties, undertakings, securities and/or bonds of the Developer or appropriate contractors or subcontractors and deemed satisfactory by the City Engineer to assure payment of such claims. The City shall be entitled to withhold final payment for any Facility hereunder to be owned by the City (or the final Discrete Component of any such Facility) until: (i) the City Engineer determines that the Facility is ready for its intended use, (ii) the Acceptance Date for the Facility has occurred and the requirements of Section 6.01, if applicable to such Facility, have been satisfied, and (iii) a Notice of Completion executed by the Developer, in a form acceptable to the City Engineer, has been recorded for the Facility and general lien releases conditioned solely upon payment from the proceeds of the Bonds to be used to acquire such Facility (or final Discrete Component) have been submitted to the City Engineer for the Facility. The City hereby agrees that the Developer shall have the right to post or cause the appropriate contractor or subcontractor to post a bond with the City to indemnify it for any losses sustained by the City or the City because of any liens that may exist at the time of acceptance of a Facility, so long as such bond is drawn on an obligor and is otherwise in a form acceptable to the City Engineer. If the City Engineer determines that a Facility is not ready for intended use under (i) above, the - 1 6-