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or remedy A holder who chooses to exercise its right to cure or remedy a default or breach shall first notify City of its intent to exercise such nght prior to commencing to cure or remedy such default or breach Nothing contained in this Agreement shall be deemed to permit or authonze such holder to undertake or continue the construction of the Project (beyond the extent necessary to conserve or protect the same) without first having expressly assumed in wnting Developer's obligations to City under this Agreement The holder in that event must agree to complete, in the manner provided in this Agreement, the Project and the Improvements and submit evidence reasonably satisfactory to City that it has the development capability on staff or retainer and the financial capacity necessary to perform such obligations. Any such holder properly completing the Project pursuant to this Section shall assume all rights and obligations of Developer under this Agreement. 9.5 Failure of Holder to Complete Improvements. In any case where, six (6)months after default by Developer in completion of construction of the Improvements, the holder of record of any mortgage or deed of trust has not exercised its option to complete construction of the Project, or having first exercised such option, has not proceeded diligently with such work, City shall be afforded those rights against such holder that it would otherwise have against Developer under this Agreement. 9.6 City Right to Cure Defaults In the event of a breach or default by Developer under a mortgage or deed of trust secured by the Property or the Improvements, City may cure the default, without acceleration of the subject loan, following pnor notice thereof to the holder of such instrument and Developer. In such event, Developer shall be liable for, and City shall be entitled to reimbursement from Developer for all costs and expenses incurred by City associated with and attnbutable to the curing of the default or breach and such sum shall constitute a part of the indebtedness secured by the City Deed of Trust. 9 7 Holder to be Notified. Developer agrees to cooperate with the City in good faith to ensure that each term contained herein dealing with secunty financing and nghts of holders shall be either inserted into the relevant deed of trust or mortgage or acknowledged and accepted in wntmg by the holder pnor to its creating any security right or interest in the Property or the Improvements. 9.8 Modifications to Agreement. City shall not unreasonably withhold its consent to modifications of this Agreement requested by Project lenders or investors provided such modifications do not alter City's substantive rights and obligations under this Agreement. 9.9 Estoppel Certificates Either Party shall, at any time, and from time to time, within fifteen (15) days after receipt of written request from the other Party, execute and deliver to such Party a written statement certifying that, to the knowledge of the certifying Party. (i) this Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), (ii) this Agreement has not been amended or modified, or if so amended, identifying the amendments, and(iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults. ART11WLE X OAK 14822-6539-6011 v5 29