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acquisition of such parcel or the relocation of an owner or tenant therefrom, without the prior express written consent of Agency; or 6. Following its Election to Fund, ifShea notifies Agency that it will use mortgage financing to finance the Shea Project and Shea fails to rescind such notice or submit evidence that it has the necessary mortgage financing for development of the Shea Project Site, in reasonably satisfactory form and in the manner and by the dates provided in this Agreement and the Schedule of Performance therefor; or 7. Agency is unable to tender title to or possession of the Acquisition Parcels in the manner and condition and by the date provided in the Schedule of Performance as a result of delays caused by Shea's failure to perform its obligations hereunder within the time provided in the Schedule of Performance (as the same may be extended pursuant to Section 1004), and such failure of Shea to perform is not the result of delays caused by Agency's failure to pe.r~'orm its obligations hereunder within the time provided in the Schedule of Performance (as the same may be extended pursuant to Section 1004). B. Remedies. Where Agency has terminated this Agreement because Shea is in Default under Section 808(A) immediately above, the following provisions shall apply: 1. Agency may elect to terminate all acquisition activities forthwith. Shea shall be responsible for Agency's Abandonment Costs of any eminent domain proceeding then in process as the same are described in Section 308. Agency may continue to hold and draw against the Due Diligence Budget or Letters of Credit or Cash Deposit for such purpose. Any balance in the Due Diligence Budget, the Letters of Credit or Cash Deposit, together with interest, if any, remaining after payment of such Abandonment Costs, shall be returned to Shea. 2. The Basic Concept Drawings and all other drawings and work product of the architect and engineer in connection with work on the Shea Project (collectively, the "Project Drawings"), shall be made available to Agency and subject to the terms of the agreements with the architect and engineer, become and remain the property of Agency for any and all purposes. Notwithstanding the foregoing sentence, Shea shall not be liable for any matter whatsoever that results fi.om the use by any person or entity of the Basic Concept Drawings or the Project Drawings. 3. Agency shall have the right but not the duty, in Agency's sole discretion, as an alternative to Section 808(B)(1 ) to proceed with the acquisition process and to retain title to, any and all interests and rights in any Acquisition Parcel Agency may then hold; provided, however, that in such event Agency shall reimburse Shea for the portion of any Total Acquisition Costs Shea may have paid for such title, interest or fights without interest. C. Cure of Defaults. Notwithstanding Section 808(B), if an event occurs pursuant to Section 808(A), then Shea shall have forty-five (45) days after receipt of notice with respect to such Default, to commence with due diligence, to cure, correct or remedy such Default, and thereafter pursue such cure, correction or remedy to completion. If Shea corranences to cure within such period and completes such cure with 37 wc-21875