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policy described herein are paid to Grantee, Grantee shall, subject to any superior rights of the <br />Senior Lender, deliver such proceeds to the City immediately upon receipt. <br />14.14 Application of Casualty Insurance Proceeds. Subject to any superior rights of <br />the Senior Lender, any proceeds collected (the "Proceeds") under any casualty insurance policy <br />described in this Agreement shall be disbursed to Grantee as provided below, but only upon <br />fulfillment of each of the following conditions (the "Restoration Conditions") within ninety (90) <br />days (unless extended by mutual agreement of Grantee and City) following the occurrence of <br />the receipt of the Proceeds: <br />(a)Grantee shall demonstrate to City's reasonable satisfaction that the <br />Proceeds (together with amounts deposited by Grantee pursuant to subparagraph (b)) will be <br />adequate to repair the Improvements and to restore the fair market value of the Property, within <br />a time period reasonably determined by City, to at least the value it had immediately prior to <br />sustaining the damage. Such demonstration shall include delivery to City of: (i) plans and <br />specifications reasonably satisfactory to City; and, (ii) a construction contract in form and <br />content, and with a contractor, reasonably satisfactory to City; <br />(b)To the extent that the Proceeds (together with all undisbursed Grant <br />proceeds and any other financing proceeds available to the Grantee) are insufficient to <br />accomplish the restoration required above, Grantee shall deliver to City funds (the "Shortfall <br />Funds") in the amount of such shortfall, which funds shall be assigned to City as security for <br />Grantee's obligation hereunder and held and disbursed in the same manner as the Proceeds; <br />(c)Grantee shall execute such documents as City reasonably requires to <br />evidence and secure Grantee's obligation to use all amounts disbursed for the diligent <br />restoration of the Property; and, <br />(d)No Event of Default shall remain uncured. <br />14.15 Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall <br />Funds to be disbursed to Grantee shall be held by the Senior Lender if a Senior Loan is <br />outstanding, and disbursed in accordance with the Senior Loan Documents or, if no Senior Loan, <br />then held by the City and disbursed in accordance with the City's then customary disbursement <br />procedures and related provisions. Any amounts remaining undisbursed following completion of <br />such restoration shall be returned to Grantee up to the amount of any Shortfall Funds deposited <br />by Grantee, and any other amounts remaining shall either be paid to Grantee or applied by the <br />Senior Lender, or the City in the absence of a Senior Loan, as the case may be against any <br />obligations that are secured by a lien on the Property, as they elect in their sole and absolute <br />discretion. <br />14.16 Failure to Satisfy Conditions. In the event that Grantee 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 />EXHIBIT 2