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statements, financial records, evidence of professional qualifications and <br /> development experience). <br /> <br /> If Agency withholds approval of a Transfer, Agency shall notify Shea in writing <br />of the reasons the approval was withheld, within ten'(10) days of written request by Shea. <br />Failure by Agency to inform Shea of approval, or disapproval and the reasons therefor, <br />within this period shall automatically be deemed to be an approval of this requested <br />Transfer. <br /> <br /> This prohibition shall automatically terminate and be of no further force or effect <br />with respect to portions of the Shea Project Site for which a Certificate of Completion has <br />been issued. The following transactions shall be permitted prior to the issuance of <br />Certificates of Completion: (1) granting of temporary easements or permits to facilitate <br />the development of the Shea Project Site; (2) the leasing or preleasing of space in the <br />proposed buildings or structures; or (3) any~ transaction approved by Agency pursuant to <br />Section 511, including but not limited to a ~ale-leaseback, whereby any portion of the <br />Shea Project Site is sold and then leased back by Shea. After filing a Certificate of <br />Completion, no approval under this Agreement is required as to any Transfer of any part <br />of the Shea Project Site covered by such Certificate of Completion. <br /> §902 Prohibition on Transfer of Partnership Interests <br /> Prior to recordation of a Certificate of Completion, no general partner of Shea <br />shall transfer its interest in Shea without the prior written approval of Agency, which <br />approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, <br />no approval of Agency shall be required with respect to the Transfer of any interest in <br />Shea to any subsidiary, parent or affiliate, or any partnership or corporation which, <br />directly or indirectly, has a majority interest in Shea. <br /> <br /> §903 Transfers to Joint Ventures or Partnerships <br /> Shea may assign its rights under this Agreement or transfer the Shea Project Site, <br /> or any portion thereof, to one or more joint ventures or partnerships, without complying <br /> with Section 511 of this Agreement, if (i) such joint venture or partnership agrees in <br /> writing with Agency-to assume all of Shea's Obligations with respect to the portion of the <br /> Shea Project Site so assigned; (ii) Shea, or its present direct or indirect owners, owns <br /> directly or indirectly at least a majority interest in such joint venture or partnership; and <br /> (iii) Shea retains primary responsibility for development of the Shea Project Site. <br /> <br /> Article 10. GENERAL PROVISIONS <br /> <br /> §1001 [Intentionally Omitted] <br /> <br /> §1002 Notices, Demands and Communications Between the Parties <br /> <br /> Written notices, demands and communications between Agency and Shea shall be <br /> sufficiently given when delivered by hand or one (1) Business Day following dispatch by <br /> ovemight courier, or two (2) Business Days following dispatch by registered or certified <br /> mail, postage prepaid, return receipt requested, to the principal offices of Agency and <br /> Shea as set forth in Sections 109 and 110 hereof, respectively. In addition, a duplicate <br /> copy of any notice to Shea shall also be provided to legal counsel for Shea, as follows: <br /> <br />wc-21875 <br /> <br />42 <br /> <br /> <br />