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satisfactory to Agency that it has the qualifications and financial responsibility necessary <br />to perform such obligations. Any such holder properly completing such improvements <br />shall be entitled, upon written request made to Agency, to a Certificate of Completion <br />from Agency. <br /> <br /> {}514 Failure of Holder to Complete Improvements <br /> <br /> In any case where, six (6) months after notice of defanlt by Shea in completion of <br />construction of improvements under this Agreement, the holder of any mortgage or deed <br />of trust creating a lien or encumbrance upon the Shea Project Site or any part thereof has <br />not exemised the option to construct, or if it has exercised the option and has not <br />proceeded diligently with construction, Agency may purchase the mortgage or deed of <br />trust by payment to the holder of the amount of the unpaid mortgage or deed of trust debt, <br />including principal and interest and all other sums secured by the mortgage or deed of <br />trust. If the ownership of the Shea Project.Site or any part thereof has vested in the <br />holder, Agency, if it so desires, shall be entitled to a conveyance of the Shea Project Site <br />from the holder to Agency upon payment to the holder of an amount equal to the sum of <br />the following: <br /> <br /> A. The unpaid mortgage or deed of trust debt at the time title became <br />vested in the holder (less all appropriate credits, including those resulting from collection <br />and application of rentals and other income received during foreclosure proceedings); <br /> <br /> B. All expenses with respect to foreclosures; <br /> <br /> C. The net expense, if any (exclusive of general overhead), incurred by <br />the holder as a direct result of the subsequent management of the Shea Project Site or part <br />thereof; <br /> <br /> D. The costs of any improvements made by such holder; and <br /> <br /> E. An amount equivalent to the interest that would have accrued on the <br />aggregate of such amounts had all such amounts become part of the mortgage or deed of <br />trust debt and such debt had continued in existence to the date of payment by Agency. <br /> <br /> §515 Right of Agency to Cure Mortgage or Deed of Trust Default <br /> <br /> In the event of a mortgage or deed of trust default by Shea prior to the issuance of <br />a Certificate of Completion and the holder of any mortgage or deed of trust has not <br />exercised its option to construct, Agency, after giving writ-ten notice and an opportunity <br />to cure to Shea, may cure the default prior to completion of any foreclosure. In such <br />event, Agency shall be entitled to reimbursement from Shea of all reasonable costs and <br />expenses incurred by Agency in curing such default. Agency also shall be entitled to a <br />lien upon the Shea Project Site to the extent of such costs and disbursements. Any such <br />lien shall be subject to mortgages or deeds of trust executed for the purpose of obtaining <br />funds for development of the Shea Project Site as authorized in Article 9. <br /> <br /> §516 Right of Agency to Satisfy Other Liens on the Acquisition Parcels <br /> After Title Passes <br /> <br /> After conveyance of title and prior to the issuance of a Certificate of Completion <br />and after Shea has had a reasonable time to challenge, cure or satisfy any liens or <br />encumbrances on the Acquisition Parcels, Agency, after giving written notice to Shea, <br /> <br /> 29 <br />wc-21875 <br /> <br /> <br />