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EXHIBIT 2 <br />15.14 Method of Disbursement and Undisbursed Funds. Any Proceeds to be <br />disbursed to Developer shall be held by the Senior Lender if a Senior Loan is outstanding, and <br />disbursed in accordance with the Senior Loan Documents or, if no Senior Loan, then held by the <br />City and disbursed in accordance with the City's then customary disbursement procedures and <br />related provisions. Any amounts remaining undisbursed following completion of such restoration <br />shall be returned to Developer, and any other amounts remaining shall either be paid to Developer <br />or applied by the Senior Lender, or the City in the absence of a Senior Loan, as the case may be <br />against any obligations that are secured by a lien on the Property, as they elect in their sole and <br />absolute discretion. <br />15.15 Failure to Satisfy Conditions. In the event that Developer fails to fulfill the <br />Restoration Conditions within one hundred and eighty (180) days (unless extended pursuant to <br />Section 15.4) following the date Proceeds are received, the Proceeds shall be applied by City <br />against any obligations to City that are secured by a lien on the Property, and the selection of <br />which such obligations to apply the Proceeds against shall be made by City in its sole and <br />absolute discretion. <br />15.16 Restoration. Nothing in this Article 15 shall be construed to excuse Developer <br />from repairing and restoring all damage to the Property in accordance with other obligations of <br />this Agreement. <br />15.17 Condemnation, Treatment of Compensation. <br />(a) Subject to any superior rights of Senior Lender, Developer hereby assigns <br />to the City, as security for all obligations to City secured by a lien on the Property, all amounts <br />payable to Developer in connection with any Condemnation, and any proceeds of any related <br />settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, <br />Developer shall deliver such remaining Compensation to City immediately upon receipt. If the <br />taking results in a loss of the Property to an extent that, in the reasonable opinion of City, renders <br />or is likely to render the Property not economically viable or if, in City's reasonable judgment <br />Developer's security is otherwise impaired, City may apply the Compensation received due to <br />judgment or settlement in connection with any condemnation or other taking to repay the <br />Inclusionary Grant. If so applied, any award in excess of the Inclusionary Grant repayment and <br />other sums due to City shall be paid to Developer or Developer's assignee. City shall have no <br />obligation to take any action in connection with any actual or threatened condemnation or other <br />proceeding. <br />(b) Notwithstanding the foregoing, as long as the value of City's liens are not <br />impaired, any condemnation proceeds may be used by the Developer for repair and/or restoration <br />of the Project. <br />16. DEFAULTS AND REMEDIES <br />16.1 Events of Default. Failure or delay by either party to perform any material term or <br />provision of this Agreement within the time periods provided herein for such performance <br />25 <br />5 53 94.0010 1 \42414134.1 <br />