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5 <br />or other casualty to the Project or eminent domain proceedings resulting in condemnation of the <br />Project, or any part thereof, Borrower shall have the right to rebuild the Project, and to use all <br />available insurance or condemnation proceeds therefor, provided that (a) such proceeds are <br />sufficient to keep the Loan in balance and rebuild the Project in a manner that provides adequate <br />security to Lender for repayment of the Loan, or if such proceeds are insufficient then Borrower <br />shall have funded any deficiency, (b) Lender shall have the right to approve plans and <br />specifications for any major rebuilding and the right to approve disbursements of insurance or <br />condemnation proceeds for rebuilding under a construction escrow or similar arrangement, and (c) <br />no continuing material default then exists by Borrower under the loan documents. If the casualty <br />or condemnation affects only part of the Project and total rebuilding is infeasible, then proceeds <br />may be used for partial rebuilding and partial repayment of the Loan in a manner that provides <br />adequate security to Lender for repayment of the remaining balance of the Loan. Notwithstanding <br />the foregoing, any rebuilding or restoration of the Project shall, to the extent reasonably practicable <br />and subject to the rights of the Developer’s senior lenders, be performed in a manner consistent in <br />all material respects with the Project as approved under this Agreement (including the Project <br />Plan), as such Project may be reasonably modified with the prior written approval of the City, <br />which approval shall not be unreasonably withheld, conditioned, or delayed. <br />3.8 Information. The Developer agrees to provide any and all non-proprietary and non- <br />confidential due diligence items with respect to the Project reasonably requested by the <br />Commission. <br />SECTION 4. COMMISSION’S OBLIGATIONS. <br />4.1 Generally. The Parties acknowledge and agree that the Developer’s agreement to <br />perform and abide by the covenants and obligations set forth in this Agreement is material <br />consideration for the Commission’s commitment to perform and abide by the covenants and <br />obligations of the Commission contained in this Agreement. <br />4.2 Cooperation. The Commission agrees to endorse and support the Developer’s <br />efforts to expedite the Project through any required planning, design, permitting, waiver, and <br />related regulatory processes, provided, however, that the Commission will not be required to <br />expend any money in connection therewith. <br />4.3 Public Announcements, Press Releases, and Marketing Materials. The <br />Commission hereby agrees to coordinate all public announcements and press releases relating to <br />the Project with the Developer. <br />SECTION 5. COOPERATION IN THE EVENT OF LEGAL CHALLENGE. <br />5.1 Cooperation. In the event of any administrative, legal, or equitable action or other <br />proceeding instituted by any person not a party to this Agreement challenging the validity of any <br />provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to <br />settlement or final judgment including all appeals. Each Party shall select its own legal counsel; <br />however, Developer shall reimburse the Commission for its reasonable attorneys’ fees associated <br />with the Commission’s defense of this Agreement against a third-party lawsuit. In no event shall