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the condemnation or other taking for public or quasi -public use of any portion of the <br />Property (collectively, "Condemnation"), and shall provide City with copies of all <br />documents which pertain to any such casualty or Condemnation. Developer shall take all <br />action reasonably required by City in connection therewith to protect the interests of <br />Developer and/or City, and City shall be entitled (without regard to the adequacy of its <br />security) to participate in any action, claim, adjustment or proceeding and to be <br />represented therein by counsel of its choice. Developer shall not settle, adjust, or <br />compromise any claim, action, adjustment or proceeding without prior written approval, <br />which approval shall not be unreasonably withheld or delayed. <br />19.4 Delivery__of Proceeds to City. In the event that, <br />notwithstanding the "lender's loss payable endorsement" requirement set forth above, the <br />proceeds of any casualty insurance policy described herein are paid to Developer, <br />Developer shall, subject to any superior rights of the Senior Lender, deliver such <br />proceeds to the City immediately upon receipt. <br />19.5 Application of Casual Insurance Proceeds. Any <br />proceeds collected (the "Proceeds") under any casualty insurance policy described in this <br />Agreement shall be disbursed to Developer as provided below, but only upon fulfillment <br />of each of the following conditions (the "Restoration Conditions") within ninety (90) <br />days (unless extended by mutual agreement of Developer and City) following the <br />occurrence of the damage for which the 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 <br />market value of the Property, within two years (or such longer time period reasonably <br />determined by City), to at least the value it had immediately prior to sustaining the <br />damage. Such demonstration shall include delivery to City of (i) plans and specifications <br />reasonably satisfactory to City, and (ii) a rehabilitation contract in form and content, and <br />with a contractor, reasonably satisfactory to City. <br />(b) To the extent that the Proceeds are insufficient to <br />accomplish the restoration required above, , Developer shall deliver to City (the <br />"Shortfall Funds") in the amount of such shortfall, which funds shall be assigned to City <br />as security for Developer's obligation hereunder and held and disbursed in the same <br />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 />1.9.6 Method of Disbursement and Undisbursed Funds. <br />Any Proceeds and Shortfall Funds to be disbursed to Developer shall be held by City and <br />disbursed in accordance with then customary disbursement procedures and related <br />provisions. Any amounts remaining undisbursed following completion of such restoration <br />35 <br />