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insurance policy described herein are paid to Vista Del Rio, Vista Del Rio shall, subject to any <br />superior rights of the Senior Lender, deliver such proceeds to the Agency and City immediately upon <br />receipt. <br />19.5 Application of Casualty Insurance Proceeds. Any proceeds collected (the <br />"Proceeds") under any casualty insurance policy described in this Agreement shall be disbursed to <br />Vista Del Rio as provided below, but only upon fulfillment of each of the following conditions (the <br />"Restoration Conditions") within ninety (90) days (unless extended by mutual agreement of Vista <br />Del Rio, City, and Agency) following the occurrence of the damage for which the Proceeds are <br />collected: <br />(a) Vista Del Rio shall demonstrate to the Executive Directors' reasonable <br />satisfaction that the Proceeds (together with amounts deposited by Vista Del Rio pursuant to <br />subparagraph (b)) will be adequate to repair the Improvements and to restore the fair market value of <br />the Property, within a time period reasonably determined by the Executive Directors, to at least the <br />value it had immediately prior to sustaining the damage. Such demonstration shall include delivery <br />to City and Agency of (i) plans and specifications reasonably satisfactory to City and Agency, and <br />(ii) a construction contract in form and content, and with a contractor, reasonably satisfactory to City <br />and Agency. <br />(b) To the extent that the Proceeds are insufficient to accomplish the restoration <br />required above, Vista Del Rio shall deliver to City and Agency funds (the "Shortfall Funds") in the <br />amount of such shortfall, which funds shall be assigned to City and Agency as security for Vista Del <br />Rio's obligation hereunder and held and disbursed in the same manner as the Proceeds. <br />(c) Vista Del Rio shall execute such documents as the Executive Directors <br />require to evidence and secure Vista Del Rio's obligation to use all amounts disbursed for the <br />diligent restoration of the Property. <br />(d) No Event of Default shall remain uncured. <br />19.6 Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall <br />Funds to be disbursed to Vista Del Rio shall be held by Agency/ City and disbursed in accordance <br />with the then customary disbursement procedures and related provisions. Any amounts remaining <br />undisbursed following completion of such restoration shall be returned to Vista Del Rio up to the <br />amount of any Shortfall Funds deposited by Vista Del Rio, and any other amounts remaining shall <br />either be paid to Vista Del Rio or applied by City and Agency against any obligations to City or <br />Agency that are secured by a lien on the Property, as they elect in their sole and absolute discretion. <br />19.7 Failure to Satisfy Conditions. In the event that Vista Del Rio fails to fulfill the <br />Restoration Conditions within ninety (90) days (unless extended pursuant to Section 19.5) following <br />the date on which the damage occurs, the Proceeds shall be applied by City and Agency against any <br />obligations to City or Agency that are secured by a lien on the Property, and the selection of which <br />such obligations to apply the Proceeds against shall be made by City and Agency in their sole and <br />absolute discretion. <br />19.8 Restoration. Nothing in this Article 19 shall be construed to excuse Vista Del Rio <br />from repairing and restoring all damage to the Property in accordance with other Loan Document <br />provisions, regardless of whether insurance proceeds are available or sufficient. <br />39 <br />DOCSOC/ 1475221 v5/200272-0004 <br />