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amounts of insurance required pursuant to this Section <br />24.3 Claims and Proceedings. Developer shall give City immediate notice of <br />any material casualty to any portion of the Property, whether or not covered by insurance, and of <br />the initiation or threatened initiation of any proceeding for the condemnation or other taking for <br />public or quasi -public use of any portion of the Property (collectively, "Condemnation"), and <br />shall provide City with copies of all documents which pertain to any such casualty or <br />Condemnation. Developer shall take all action reasonably required by City in connection <br />therewith to protect the interests of Developer and/or City, and City shall be entitled (without <br />regard to the adequacy of its security) to participate in any action, claim, adjustment or <br />proceeding and to be represented therein by counsel of its choice. Developer shall not settle, <br />adjust, or compromise any claim, action, adjustment or proceeding without prior written <br />approval, which approval shall not be unreasonably withheld or delayed. <br />24.4 Delivery of Proceeds to City. In the event that, notwithstanding the <br />"lender's loss payable endorsement" requirement set forth above, the proceeds of any casualty <br />insurance policy described herein are paid to Developer, Developer shall, subject to any superior <br />rights of the Senior Lender, deliver such proceeds to the City immediately upon receipt. <br />24.5 Application of Casualty Insurance Proceeds. Any proceeds collected <br />(the "Proceeds") under any casualty insurance policy described in this Agreement shall be <br />disbursed to Developer as provided below, but only upon fulfillment of each of the following <br />conditions (the "Restoration Conditions") within ninety (90) days (unless extended by mutual <br />agreement of Developer and City) following the occurrence of the damage for which the <br />Proceeds are collected: <br />(a) Developer shall demonstrate to City's reasonable <br />satisfaction that the Proceeds (together with amounts deposited by Developer pursuant to <br />subparagraph (b)) will be adequate to repair the Improvements and to restore the fair market <br />value of the Property, within two years (or such longer time period reasonably determined by <br />City), to at least the value it had immediately prior to sustaining the damage. Such demonstration <br />shall include delivery to City of (i) plans and specifications reasonably satisfactory to City, and <br />(ii) a rehabilitation contract in form and content, and with a contractor, reasonably satisfactory to <br />City. <br />(b) To the extent that the Proceeds are insufficient to <br />accomplish the restoration required above, , Developer shall deliver to City (the "Shortfall <br />Funds") in the amount of such shortfall, which funds shall be assigned to City as security for <br />Developer's obligation hereunder and held and disbursed in the same manner as the Proceeds. <br />(c) Developer shall execute such documents as City requires to <br />evidence and secure Developer's obligation to use all amounts disbursed for the diligent <br />restoration of the Property. <br />(d) No Event of Default shall remain uncured. <br />12 <br />25B-62 <br />