05 - JOINT PH - Vista Del Rio DDA

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19.9 Condemnation; Treatment of Compensation. Subject to any superior rights of Senior Lender, Vista Del Rio hereby assigns to the Agency and City, as security for all obligations to Agency or City secured by a lien on the Property, all amounts payable to Vista Del Rio in connection with any Condemnation, and any proceeds of any related settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, Vista Del Rio shall deliver such remaining Compensation to City and Agency immediately upon receipt. If the taking results in a loss of the Property to an extent that, in the reasonable opinion of the Executive Directors, renders or is likely to render the Property not economically viable or if, in the Executive Directors' reasonable judgment Vista Del Rio's security is otherwise impaired, City and Agency may apply the Compensation received due to judgment or settlement in connection with any condemnation or other taking to reduce the unpaid obligations secured in such order as City may determine, and without any adjustment in the amount or due dates of payments due under the Note. If so applied, any award in excess of the unpaid balance of the Note and other sums due to City and Agency shall be paid to Vista Del Rio or Vista Del Rio's assignee. Neither City nor Agency shall have any obligation to take any action in connection with any actual or threatened condemnation or other proceeding. 19.9.1 Notwithstanding the foregoing, as long as the value of City's and Agency's liens are not impaired, any condemnation proceeds may be used by Vista Del Rio for repair and/or restoration of the project. 19.10 Waiver of Subrogation. Vista Del Rio hereby waives all rights to recover against the Agency or the City (or any officer, employee, agent or representative of Agency or City) for any loss incurred by Vista Del Rio from any cause insured against or required by any Loan Document, to be insured against; provided, however, that this waiver of subrogation shall not be effective with respect to any insurance policy if the coverage thereunder would be materially reduced or impaired as a result. Vista Del Rio shall use its best efforts to obtain only policies which permit the foregoing waiver of subrogation. 20. DEFAULTS AND REMEDIES 20.1 Events of Default. Failure by either party to perform any action or covenant required by this Agreement or any other Project Document within the time periods provided herein (or therein) following notice and failure to cure as described hereafter, constitutes a "Default" or "Event of Default" under this Agreement. A party claiming a Default shall give written notice of Default to the other party specifying the Default complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other party, and the other party shall not be in Default if such party within thirty (30) days from receipt of such notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. Without limiting the generality of the foregoing, the occurrence of any of the following, whatever the reason therefor, shall constitute an Event of Default by Vista Del Rio under this Agreement: (a) Vista Del Rio fails to make any payment of principal or interest under the Notes when due, and such failure is not cured within fifteen (15) Business Days after Vista Del Rio's receipt of written notice that such payment was not received when due; (b) Vista Del Rio fails to perform any other obligation for the payment of money under any Loan Document, and such failure is not cured within fifteen (15) Business Days after Vista Del Rio's receipt of written notice that such obligation was not performed when due; 40 DOCSOC/ 1475221 v5/200272-0004