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(b) To the extent that the Proceeds are insufficient to accomplish the restoration required above, Developer shall deliver to Agency/City funds ("Shortfall Funds") in the amount of such shortfall, which funds shall be assigned to City as security for Developer's obligation hereunder and held and disbursed in the same manlier as the Proceeds. (c) Developer shall execute such documents as City requires to evidence and secure Developer's obligation to use all amounts disbursed for the diligent restoration of the Property. (d) No Event of Default shall remain uncured. 1906. Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall Funds to be disbursed to Developer shall be held by Agency/ City and disbursed in accordance with then customary disbursement procedures and related provisions. Any amounts remaining undisbursed following completion of such restoration shall be returned to Developer up to the amount of any Shortfall Funds deposited by Developer, and any other amounts remaining shall either be paid to Developer or applied by Agency/City against any obligations to Agency/City that are secured by a lien on the Property, as they elect in their sole and absolute discretion. 1907. Failure to Satisfy Conditions. In the event that Developer fails to fulfill the Restoration Conditions within ninety (90) days (unless extended pursuant to Section 1905) following the date on which the damage occurs, the Proceeds shall be applied by Agency/City against any obligations to Agency/City 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 Agency/City in their sole and absolute discretion. 1908. Restoration. Nothing in this Article 1900 shall be construed to excuse Developer 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. 1909. Condemnation; Treatment of Compensation. Subject to any superior rights of Senior Lender, Developer hereby assigns to the Agency and City, as security for all obligations to Agency or City secured by a lien on the Property, all amounts payable to Developer in connection with any condemnation, and any proceeds of any related settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, Developer shall deliver such remaining Compensation to Agency/City immediately upon receipt. If the taking results in a loss of the Property to an extent that, in the reasonable opinion of Agency/City, such taking renders or is likely to render the Property not economically viable or if; in Agency/City's reasonable judgment Developer's security is otherwise impaired, Agency/City 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 Agency/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 Agency/City shall be paid to Developer or Developer's assignee. Agency/City shall have no obligation to take any action in connection with any actual or threatened condemnation or other proceeding. (a) Notwithstanding the foregoing, as long as the value of Agency/City's liens are not impaired, any condemnation proceeds may be used by the Developer for repair and/or restoration of the Project. 55 DOCSOC/ 1469583v5/200272-0003