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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 from any casualty insurance is in excess of $500,000, Developer shall, subject <br />to any superior rights of a Senior Lender, deliver such proceeds to the City promptly <br />upon receipt. <br />19.5 Application of Casualty Insurance Proceeds. Subject to the <br />rights of a Senior Lender, any proceeds collected (the "Proceeds") under any casualty <br />insurance policy described in this Agreement shall be disbursed to Developer as provided <br />below, but only upon fulfillment of each of the following conditions (the "Restoration <br />Conditions") within ninety (90) days (unless extended by mutual agreement of Developer <br />and City) following the 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 construction 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 "Shortfall <br />Funds") in the amount of such shortfall, which funds shall be assigned to City as security <br />for Developer's obligation hereunder and held and disbursed in the same manner as the <br />Proceeds. <br />(c) Developer shall execute such documents as City reasonably <br />requires to evidence and secure Developer's obligation to use all amounts disbursed for <br />the diligent restoration of the Property. <br />(d) No Event of Default shall remain uncured. <br />19.6 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 />shall be returned to Developer up to the amount of any Shortfall Funds deposited by <br />Developer, and any other amounts remaining shall either be paid to Developer or applied <br />by City against any obligations to City that are secured by a lien on the Property, as they <br />elect in their sole and absolute discretion. <br />19.7 Failure to Satisfy Conditions. In the event that Developer <br />