Agmt01 Western Innisfree Ventures LLC

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improvements, the Agency shall at the same time deliver a copy of such notice or demand to each holder of record of any mortgage, deed of trust or other security authorized by this Agreement who has previously made a written request to the Agency therefor. Each such holder (insofar as the rights of the Agency are concerned) has the right, at its option, within ninety (90) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such Default, provided, however, if such Default is such that it cannot reasonably be cured or remedied within such 90-day period or if possession of the Project Site may be reasonably necessary to remedy the Default, each such holder shall have a reasonable time after the expiration of such 90-day period within which to remedy such Default, provided that such holder shall have initiated within such 90-day period the curing of any Default that can be remedied without taking possession of the Project and is diligently prosecuting such cure, or, in the case of a Default that cannot be cured without taking possession of the Project Site, such holder shall have acquired Developers' fee interest in the Project Site or commenced foreclosure or other appropriate proceedings in the nature thereof within such period, or prior thereto, and is diligently prosecuting any such proceedings. All rights of Agency to terminate this Agreement as the result of the occurrence of any Default by Developer in completion of construction of the improvements shall be subject to, and conditioned upon, Agency having first given each such holder written notice of such Default as hereinabove provided and such holder or holders having failed to remedy or commence the remedying of such Default or to acquire Developer's fee interest in the Project Site or commence foreclosure or other appropriate proceedings in the nature thereof as set forth in and within the time periods specified by this Section 513. If any such holder is prohibited by any process or injunction issued by any court, or by reason of any action by any court, having jurisdiction of any bankruptcy or insolvency proceeding involving Developer, from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof, the times specified in this Section 513 above for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition; provided that any such holder shall have initiated within such period the curing of any Default that can be remedied without taking possession of the Project Site and is diligently prosecuting such cure. Foreclosure of any mortgage or deed of trust or other security interest, whether by judicial proceeding of by virtue of any power contained in such mortgage deed of trust or other security interest, or any conveyance of Developer's interest in the Project Site to any such holder through, or in lieu of, foreclosure or other appropriate proceedings in the nature thereof shall not require the consent of Agency or constitute a breach of any provision or a Default under this Agreement, and upon such foreclosure, sale or conveyance Agency shall recognize such holder, or any other foreclosure sale purchaser, as Developer hereunder, subject, however, to Section 512 and to the following paragraph of this Section 513. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the improvements (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed Developer's obligations to the Agency by written agreement satisfactory to the Agency. The holder, in that event, must agree to complete, in the manner provided in this Agreement, the improvements to which the lien or title of such holder relates, and submit evidence satisfactory to the Agency that it has the qualifications and financial 26 DOCSSF1:648942.4 9975-5 C14 120502