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B. Remedies. This Section 809(B) sets forth, the rights and duties of the parties where this Agreement shall have been terminated pursuant to Section 809(A): 1. All acquisition activities, if any, shall cease forthwith. 2. Prior to Shea's Election to Fund, Shea shall be entitled to an immediate return of the balance of the Due Diligence Deposit (except for funds previously expended or obligated for Due Diligence activities contemplated by this Agreement) and the Letters of Credit or Cash Deposit, with interest thereon, if any. 3. Following Shea's Election to Fund, Shea shall be responsible for Abandonment Costs and Agency shall be entitled to charge Abandonment Costs against the Due Diligence D~posit or Letters of Credit or Cash Deposit or a Cash Substitution. Any balance remaining after the payment of the Abandonment Costs, together with interest thereon shall be returned to Shea. 4. Agency shall have a~ unrestricted right to use, sell, lease or otherwise dispose of the Acquisition Parcels acquired by Agency, if any; provided, however, that in such event Agency shall reimburse Shea for the mount of the Total Acquisition Costs Shea may have paid for such title, interest or rights, together with interest thereon. §810 Re-entry and Revesting of Title in Agency After Conveyance Agency has the right, at its option, to repurchase, re-enter and take possession of the Acquisition Parcels, or such portion thereof, with all improvements thereon, and terminate and revest in Agency the estate conveyed to Shea if after conveyance of title and prior to the issuance of the applicable Certificates of Completion, except for causes beyond the control of Shea, Shea shall: A. Fail to start the construction of the Shea Project in accordance with the Schedule of Performance for a period of ninety (90) days after written notice thereof from Agency, which notice must follow the date for commencement of construction as set forth in the Schedule of Performance; or B. Abandon or substantially suspend construction of the Shea Project required by this Agreement for a period of sixty (60) days and not resume within a period of ninety (90) days after written notice thereof fi'om Agency; or C. Transfer or suffer any involuntary transfer of the Acquisition Parcels or any part thereof in violation of this Agreement. Such right to re-enter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit: 1. Any mortgage or deed of trust permitt~-d by this Agreement; or 2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deeds of trust. The Grant Deed or Grant Deeds shall contain appropriate reference and provisions to give effect to Agency's right as set forth in this section, under circumstances prior to issuance of the Certificate of Completion, to re-enter and take possession of the Acquisition Parcels or portion thereof, with all improvements thereon, 39 wc-21875