east liberty station: realizing the potential - City of Pittsburgh

disbursement to the private developer beyond the available funds in the Construction Fund. The
private developer shall be solely responsible for payment of any costs beyond the available funds
in the Construction Fund. The parties hereto acknowledge and agree that all payments to the
private developer to fund the costs of the insert name Public Improvements are intended to be
either reimbursements to the private developer for moneys already expended or for payment to
the private developer (or directly by the Trustee) to be paid to unrelated third parties in respect of
such insert name Public Improvements.
(ii) Joint or Third Party Payments. The Trustee may make any
payment jointly to the private developer and any mortgagee, contractor or supplier of materials,
as their interests may appear, or solely to any such third party, if the private developer so
requests the same in the Payment Request, provided in any event that the items listed for
payment solely to any third party (other than a mortgagee) shall be supported by invoices or
statements identifying the costs to be paid.
(iii) Restrictions of Indenture. The private developer acknowledges
that, under certain circumstances, the Indenture requires that amounts in the Construction Fund
be transferred to the Debt Service Fund and used to redeem the 2012 TRID Note, and in such
event will no longer be available to fund the costs of the insert name Public Improvements
hereunder.
(e) Insufficiency of Funds. In the event monies on deposit in the Construction
Fund are insufficient at any particular time to fund a Payment Request, such Payment Request
shall be funded at such time, if ever, as monies are available for such purpose, and elTRIDRA
agrees to direct the Trustee to transfer monies between or among funds and accounts under the
Indenture, to the extent permitted by the Indenture, to cause monies to be available in the
Construction Fund for such purpose; provided that the 2012 TRID Note shall have been issued
and the sum of insert gross amount shall have been deposited with the Trustee in accordance
with the Indenture. The failure to cause monies to be so available shall not diminish any
obligation of the private developer to pay for the costs of the insert name Public Improvements
beyond the available funds in the Construction Fund.
(f) Use of Monies by elTRIDRA. elTRIDRA agrees not to take any action or
direct the Trustee to take any action to expend, disburse or encumber the monies held in the
Construction Fund and any monies to be transferred thereto for any purpose other than the
purposes permitted by the Indenture. elTRIDRA agrees not to modify, amend or supplement the
Indenture without the prior written approval of the private developer if as a result or as a
consequence of such modification, amendment or supplement, (i) the amount of monies that
would otherwise have been available under the Indenture for disbursement for the costs of the
insert name Public Improvements is reduced, delayed or deferred, (ii) the obligations or
liabilities of the private developer are or may be increased or otherwise adversely affected in any
manner, or (iii) the rights of the private developer are or may be modified, limited, restricted or
otherwise adversely affected in any manner.
(g) Regular Requirements for Payments. In compliance with construction and
other contracts now or hereafter entered into with respect to the insert name Project, private
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