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Successor Agency, and (ii) a construction contract in form and content, and with a contractor, reasonably satisfactory to City and Successor Agency. (b) To the extent that the Proceeds are insufficient to accomplish the restoration required above, Vista Del Rio shall deliver to City and Successor Agency funds (the "Shortfall Funds ") in the amount of such shortfall, which funds shall be assigned to City and Successor Agency as security for Vista Del Rio's obligation hereunder and held and disbursed in the same manner as the Proceeds. (c) Vista Del Rio shall execute such documents as the Executive Directors require to evidence and secure Vista Del Rio's obligation to use all amounts disbursed for the diligent restoration of the Property. (d) No Event of Default shall remain uncured. 19.6 Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall Funds to be disbursed to Vista Del Rio shall be held by Successor Agency/ City and disbursed in accordance with the then customary disbursement procedures and related provisions. Any amounts remaining undisbursed following completion of such restoration shall be returned to Vista Del Rio up to the amount of any Shortfall Funds deposited by Vista Del Rio, and any other amounts remaining shall either be paid to Vista Del Rio or applied by City and Successor Agency against any obligations to City or Successor Agency that are secured by a lien on the Property, as they elect in their sole and absolute discretion. 19.7 Failure to Satisfy Conditions. In the event that Vista Del Rio fails to fulfill the Restoration Conditions within ninety (90) days (unless extended pursuant to Section 19.5) following the date on which the damage occurs, the Proceeds shall be applied by City and Successor Agency against any obligations to City or Successor Agency that are secured by a lien on the Property, and the selection of which such obligations to apply the Proceeds against shall be made by City and Successor Agency in their sole and absolute discretion. 19.8 Restoration. Nothing in this Article 19 shall be construed to excuse Vista Del Rio from repairing and restoring all damage to the Property in accordance with other Loan Document provisions, regardless of whether insurance proceeds are available or sufficient. 19.9 Condemnation; Treatment of Compensation. Subject to any superior rights of Senior Lender, Vista Del Rio hereby assigns to the Successor Agency and City, as security for all obligations to Successor 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 Successor 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 Successor 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 Successor Agency shall be paid to Vista Del Rio or Vista Del Rio's assignee. Neither City nor 40 DOC SOC/ 1475221 v 10/200272 -0004