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{}511 No Encumbrances Except Mortgages, Deeds of Trust or Sales and Leases-Back for Development Notwithstanding Article 9 of this Agreement, mortgages, deeds of trust and sales and leases-back are permitted before issuance of the Certificate of Completion, but only for the purpose of securing loans of funds to be used for financing the construction of improvements on the Shea Project Site and the Shea Shared Infrastructure and any other purposes (such as, but not limited to, taxes, insurance, professional services, administration, accounting, and the like) in connection with the development contemplated under this Agreement. Shea shall not enter into any such conveyance for financing without the prior written approval not unreasonably withheld, conditioned or delayed by Agency, which approval Agency agrees to give if any such conveyance is given to a responsible financial or lending institution or other acceptable person or entity. Shea shall notify Agency in advance of any mortgage, deed of trust or sale and lease-back financing, when Shea proposes to enter int'6 the same before completion of the construction of the improvements in a Project Phase. No breach of any provision of this Agreement nor the lien of this Agreement shall invalidate the lien of any mortgage or deed of trust, or the priority of any mortgage or deed of trust encumbering all or any portion of the Shea Project Site. {}512 Holder Not Obligated to Construct Improvements The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion, nor shall any covenant or any other provision in the deed for any Project Phase of the Shea Project Site be construed so to obligate such holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote any Project Phase of the Shea Project Site to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by the Agreement. §513 Notice of Default to Mortgage or Deed of Trust Holders; Right to Cure With respect to any mortgages or other security holder having an interest in the Shea Project Site as contemplated in this Agreement, whenever Agency shall deliver any notice or demand to Shea with respect to any Default by Shea in completion of construction of the improvements, 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 Agency therefor. Each such holder (insofar as the fights of Agency are concerned) has the fight, 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. 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 Shea's obligations to Agency by written agreement satisfactory to 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 28 wc-21875