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All such insurance shall provide that it may not be canceled or materially modified without thirty (30) days prior written notice to City and Successor Agency. The policies required under subparagraphs (b) and (c) shall include a "lender's loss payable endorsement" (Form 438BFU) in form and substance satisfactory to City, showing the Successor Agency and the City as loss payees. The Successor Agency and the City shall be named as additional insured(s) in the policies required under subparagraphs (d), (e) and (f). Certificates of insurance for the above policies (and /or original policies, if required by City) shall be delivered within ten (10) days after demand therefore, and prior to start of any construction work. All policies insuring against damage to the Improvements shall contain an agreed value clause sufficient to eliminate any risk of co- insurance. No less than thirty (30) days prior to the expiration of each policy, Vista Del Rio shall deliver to City evidence of renewal or replacement of such policy reasonably satisfactory to City Attorney and /or City Risk Manager. 19.2 City Attorney and /or City Risk Manaeer May Modify. The City Attorney and /or City Risk Manager may modify the type and amounts of insurance (including reasonable increases in policy limits) required pursuant to this Section. 19.3 Claims and Proceedines. Vista Del Rio shall give City and Successor Agency immediate notice of any material casualty to any portion of the Property /Project, whether or not covered by insurance, and of the initiation or threatened initiation of any proceeding for the condemnation or other taking for public or quasi- public use of any portion of the Property (collectively, "Condemnation "), and shall provide City and Successor Agency with copies of all documents which pertain to any such casualty or Condemnation. Vista Del Rio shall take all action reasonably required by the Executive Directors in connection therewith to protect the interests of Vista Del Rio, City, and Successor Agency, and City and Successor Agency shall be entitled (without regard to the adequacy of its security) to participate in any action, claim, adjustment or proceeding and to be represented therein by counsel of its choice. Vista Del Rio shall not settle, adjust, or compromise any claim, action, adjustment or proceeding without the prior written approval of the Executive Directors, which approval shall not be unreasonably withheld or delayed. 19.4 Delivery of Proceeds to City /Successor Agency. In the event that, notwithstanding the "lender's loss payable endorsement" requirement set forth above, the proceeds of any casualty insurance policy described herein are paid to Vista Del Rio, Vista Del Rio shall, subject to any superior rights of the Senior Lender, deliver such proceeds to the Successor Agency and City immediately upon receipt. 19.5 Application of Casualty Insurance Proceeds. Any proceeds collected (the "Proceeds ") under any casualty insurance policy described in this Agreement shall be disbursed to Vista Del Rio as provided below, but only upon fulfillment of each of the following conditions (the "Restoration Conditions ") within ninety (90) days (unless extended by mutual agreement of Vista Del Rio, City, and Successor Agency) following the occurrence of the damage for which the Proceeds are collected: (a) Vista Del Rio shall demonstrate to the Executive Directors' reasonable satisfaction that the Proceeds (together with amounts deposited by Vista Del Rio pursuant to subparagraph (b)) will be adequate to repair the Improvements and to restore the fair market value of the Property, within a time period reasonably determined by the Executive Directors, to at least the value it had immediately prior to sustaining the damage. Such demonstration shall include delivery to City and Successor Agency of (i) plans and specifications reasonably satisfactory to City and 39 DOC SOC/ 1475221 v 10/200272 -0004