Common use of Transfer of Commitment Clause in Contracts

Transfer of Commitment. Notwithstanding anything else herein to the contrary, any Bank, after receiving Administrative Agent's prior written consent (such consent not to be unreasonably withheld), may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Loans made hereunder (including the Bank's interest in this Agreement and the other Credit Documents) to its Affiliate, any Bank or to one or more banks or other Persons that constitute a "Bank"; provided, however, that no Bank (including any assignee of any Bank) may assign any portion of its Loans in an amount less than $1,000,000 (unless such lesser amount constitutes the assigning Bank's entire share of the Loans); and provided, further, that at all times Xxxx Bank, S.S.B. and its Affiliates shall collectively hold no less than 51% of the aggregate amount of the Loans and the Commitments; and provided, further, that Borrower shall not be responsible for increased costs arising out of any assignment of any Loans or Notes. In the event of any such assignment, (a) the assigning Bank's Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new Bank, (b) the parties to such assignment shall execute and deliver an appropriate agreement evidencing such sale, assignment, transfer or other disposition, in form and substance reasonably satisfactory to Administrative Agent and Borrower, (c) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500, (d) at the assigning Bank's option, Borrower shall execute and deliver to such assigning Bank a new Note in the form attached hereto as Exhibit B-1, as requested, in a principal amount equal to such new Bank's Commitment, but only if it shall also be executing and exchanging with the assigning Bank a replacement note for any Note in an amount equal to the Commitment retained by the assigning Bank, if any; provided that Borrower shall have received for cancellation the existing Note held by such assigning Bank, and (v) Administrative Agent shall amend Exhibit H attached hereto to reflect the Proportionate Shares of the Banks following such assignment. Thereafter, such new Bank shall be deemed to be a Bank and shall have all of the rights and duties of a Bank (except as otherwise provided in this Article 9), in accordance with its Proportionate Share, under each of the Credit Documents.

Transfer of Commitment. Notwithstanding anything else herein to the contrarycontrary (but subject to Section 9.12.2), any Bank, after Lender (so long as no Specified Event of Default has occurred and is continuing) upon receiving Administrative Agent's Co-Borrowers’ prior written consent (such consent not to be unreasonably withheldwithheld or delayed), may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Commitments (including, for purposes of this Section 9.13, Loans made hereunder hereunder) (including the Bank's Lender’s interest in this Agreement and the other Credit Documents) pursuant to its Affiliate, an Assignment and Assumption to any Bank or Eligible Assignee; provided that Co-Borrowers shall be deemed to one or more banks or other Persons that constitute a "Bank"have consented to any such assignment unless they shall object thereto by written notice to Administrative Agent within 10 Banking Days after receiving notice thereof; provided, howeverfurther, that no Bank Lender (including any assignee of any BankLender) may assign any portion of its Loans Commitment (including Loans) (a) in an amount less than $1,000,000 5,000,000 or, if less, the remaining amount of such Lender’s Commitment, (unless such lesser to another Lender), or (b) in an amount constitutes which leaves the assigning Bank's entire share Lender with a Commitment (including Loans) of less than $5,000,000 (in each case based on the original principal amount of the LoansCommitment assigned) after giving effect to such assignment and all previous assignments (except that a Lender may be left with no Commitment or Loans if it assigns its entire Commitment); and provided, further, that at any Lender may assign all times Xxxx Bank, S.S.B. and or any portion of its Affiliates shall collectively hold no less than 51% Commitments (including Loans) to an Affiliate of such Lender or to any other Lender without the aggregate amount consent of the Loans and the Commitments; and provided, further, that Borrower any Person. An assignee shall not be responsible for increased costs arising out entitled to receive any greater payment under Section 2.6.4, 2.8 or 2.9 than the applicable Lender would have been entitled to receive with respect to the interest assigned to such assignee unless Co-Borrowers shall have consented to such assignment. An assignee shall not be entitled to the benefits of any assignment of any Loans or NotesSection 2.6.4 to the extent such assignee fails to comply with Sections 2.6.4(f) and 2.6.5. In the event of any such assignment, (ai) the assigning Bank's Lender’s Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new BankLender, (bii) the parties to such assignment shall execute and deliver an appropriate agreement evidencing such sale, assignment, transfer or other disposition, in form and substance reasonably satisfactory to Administrative Agent and BorrowerCo-Borrowers, (ciii) the 117 parties to the sale, assignment, transfer or other disposition, excluding any Co-Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, (div) at the assigning Bank's Lender’s option, Borrower Co-Borrowers shall execute and deliver to such assigning Bank a new Note Notes in the form forms attached hereto as Exhibit B-1B‑1, B-2 or B-3, as applicable, as requested, in a principal amount equal to such assignee new Bank's Lender’s Commitment, but only if it shall also be executing and exchanging with the assigning Bank Lender a replacement note for any Note Note(s) in an amount equal to the Commitment retained by the assigning BankLender, if any; provided that Borrower Co-Borrowers shall have received for cancellation the existing Note Note(s) held by such assigning BankLender, (v) Administrative Agent shall have received from the new Lender all documentation and other information required by bank regulatory authorities and reasonably requested by it under applicable “know your customer” laws, AML Laws, Sanctions and Anti-Terrorism Laws, including the Act, to include a copy of such new Lender’s duly executed IRS Form W-9 or such other applicable IRS Form, and (vvi) Administrative Agent shall amend Exhibit H attached hereto to reflect the Proportionate Shares of the Banks Lenders following such assignment. Thereafter, such new Bank Lender shall be deemed to be a Bank Lender and shall have all of the rights and duties of a Bank Lender (except as otherwise provided in this Article 9), in accordance with its Proportionate Share, under each of the Credit Documents. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in Section 2.1.10.

Transfer of Commitment. Notwithstanding anything else herein to the contrary, any Bank, after receiving Administrative AgentBorrower's prior written consent (such as to the identity of the assignee, which consent shall not to be unreasonably withheld)withheld or delayed or, so long as an Event of Default has occurred and is continuing, required, may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Commitments (and Loans made hereunder and Letters of Credit issued thereunder) (including the Bank's interest in this 137 152 Agreement and the other Credit Documents) to its Affiliate, any Bank or to one or more banks bank or other Persons that constitute lending institution which in such assigning Bank's judgment is reasonably capable of performing the obligations of a "Bank"Bank hereunder and reasonably experienced in project financing; provided, however, that no Bank (including any assignee of any Bank) may assign any portion of its Commitment (including Loans in an amount and Letters of Credit) of less than $1,000,000 10,000,000 (unless such lesser amount constitutes the assigning to another Bank's entire share of the Loans); ) and provided, further, that at all times Xxxx Bank, S.S.B. and its Affiliates assignments of any rights or obligations under any Letter of Credit shall collectively hold no less than 51% require the consent of the aggregate amount of the Loans and the CommitmentsLC Bank; and provided, further, that Borrower shall not be responsible for increased costs arising out any Bank may assign all or any portion of any assignment its Commitments to an Affiliate of any Loans or Notessuch Bank. In the event of any such assignment, (a) the assigning Bank's Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new Banklender, (b) the parties to such assignment shall execute and deliver to Administrative Agent an appropriate agreement Assignment Agreement evidencing such sale, assignment, transfer or other disposition, disposition substantially in the form and substance reasonably of Exhibit L or otherwise satisfactory to Administrative Agent together with an assignment fee payable to Administrative Agent of $3,500 (provided such assignment fee shall not be required with respect to the initial syndication of the Lead Arrangers' and BorrowerArrangers' Commitments) and any other related documentation reasonably requested by Administrative Agent, including without limitation such withholding tax certificates as may be appropriate pursuant to Section 2.6.7, (c) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500, (d) at the assigning Bank's option, Borrower shall execute and deliver to such assigning Bank a new Note lender new Notes in the form forms attached hereto as Exhibit B-1, as requested, B in a principal amount equal to such new Banklender's Commitment, but only if it and Borrower shall also be executing execute and exchanging exchange with the assigning Bank a replacement note for any Note in an amount equal to the Commitment retained by the assigning Bank, if any; provided that Borrower shall have received for cancellation the existing Note held by such assigning Bank, any and (vd) Administrative Agent shall may amend Exhibit H attached hereto to reflect the Proportionate Shares of the Banks following such assignment. Thereafter, such new Bank lender shall be deemed to be a Bank and shall have all of the rights and duties of a Bank (except as otherwise provided in this Article 910), in accordance with its Proportionate Share, under each of the Credit Documents.

Transfer of Commitment. Notwithstanding anything else herein to the contrarycontrary (but subject to Section 9.13.2), any BankLender, after receiving Administrative Agent's ’s prior written consent (such consent not to be unreasonably withheld) and (so long as no Event of Default has occurred and is continuing) after receiving Borrower’s prior written consent (such consent not to be unreasonably withheld), may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Commitments (including, for purposes of this Section 9.14, Loans made hereunder hereunder) (including the Bank's Lender’s interest in this Agreement and the other Credit Documents) to its Affiliate, any Bank or to one or more banks or other Persons that constitute a "Bank"Lender; provided, however, provided that no Bank Lender (including any assignee of any BankLender) may assign any portion of its Loans Commitment (including Loans) (a) in an amount less than $1,000,000 5,000,000 (unless such lesser to another Lender), or (b) in an amount constitutes which leaves the assigning Bank's entire share Lender with a Commitment (including Loans) of less than $5,000,000 (in each case based on the original principal amount of the LoansCommitment assigned) after giving effect to such assignment and all previous assignments (except that a Lender may be left with no Commitment or Loans if it assigns its entire Commitment); and provided, further, that at any Lender may assign all times Xxxx Bankor any portion of its Commitments to an Affiliate of such Lender without the consent of any Person. An assignee shall not be entitled to receive any greater payment under Section 2.5.4, S.S.B. 2.7 and its Affiliates shall collectively hold no less 2.8 than 51% the applicable Lender would have been entitled to receive with respect to the interest assigned to such assignee. In addition, notwithstanding anything else herein to the contrary, any Lender may assign all or any portion of the aggregate amount Term Loans or Notes held by it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Federal Reserve Board and any Operating Circular issued by such Federal Reserve Bank; provided that any payment in respect of such assigned Term Loans and or Notes made by Borrower to or for the Commitmentsaccount of the assigning or pledging Lender in accordance with the terms of this Agreement shall satisfy Borrower’s obligations hereunder in respect to such assigned Term Loans or Notes to the extent of such payment; and provided, further, that Borrower no such assignment shall release the assigning Lender from its obligations hereunder and in no event shall the Federal Reserve Bank be considered a “Lender” hereunder. An assignee shall not be responsible for increased costs arising out entitled to the benefits of any assignment of any Loans or NotesSection 2.5.4 to the extent such assignee fails to comply with Section 2.5.6. In the event of any such assignment, (ai) the assigning Bank's Lender’s Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new BankLender, (bii) the parties to such assignment shall execute and deliver an appropriate agreement evidencing such sale, assignment, transfer or other disposition, in form and substance reasonably satisfactory to Administrative Agent and Borrower, (ciii) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500, (div) at the assigning Bank's Lender’s option, Borrower shall execute and deliver to such assigning Bank a new Note Notes in the form forms attached hereto as Exhibit B-1, as requested, in a principal amount equal to such assignee new Bank's Lender’s Commitment, but only if it shall also be executing and exchanging with the assigning Bank Lender a replacement note for any Note in an amount equal to the Commitment retained by the assigning BankLender, if any; provided that Borrower shall have received for cancellation the existing Note held by such assigning BankLender, and (v) Administrative Agent shall amend Exhibit H attached hereto to reflect the Proportionate Shares of the Banks Lenders following such assignment. Thereafter, such new Bank Lender shall be deemed to be a Bank Lender and shall have all of the rights and duties of a Bank Lender (except as otherwise provided in this Article 9), in accordance with its Proportionate Share, under each of the Credit Documents. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in Section 2.1.7.

Transfer of Commitment. (a) Notwithstanding anything else herein to the contrary, any Bankeach Lender, after receiving Administrative Agent's the prior written consent of Administrative Agent (and, so long as no Event of Default has occurred and is continuing, Borrower (such consent not to be unreasonably withheldwithheld or delayed), ) may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of all or a portion of one or more of its Commitment (other than any LC Commitment) and Loans made hereunder thereunder (including the Bank's interest in Lender’s rights, claims or interests under this Credit Agreement and the other Credit Documents) to its Affiliate, any Bank or to one or more banks or other Persons that constitute Eligible Assignee which in such assigning Lender’s reasonable judgment is reasonably capable of performing the obligations of a "Bank"Lender hereunder and reasonably experienced in project financings; provided, however, that no Bank consent of Borrower or Administrative Agent shall be required for any assignment or transfer to another Lender or to an Affiliate of a Lender or as contemplated by Section 11.15; provided, further, however, that no Lender (including any assignee of any BankLender) may assign any portion of its Loans in an amount Commitment (other than its LC Commitment), including Loans, of less than $1,000,000 5,000,000 (unless such lesser amount constitutes to another Lender) or which leaves the assigning Bank's Lender with a Commitment (other than an LC Commitment), including Loans, of less than $5,000,000 after giving effect to such assignment and all previous assignments (except that a Lender may be left with no Commitment and Loans if it assigns its entire share of the remaining Commitment and Loans); and provided, further, that at all times Xxxx Bank, S.S.B. and its Affiliates shall collectively hold no less than 51% of the aggregate amount of the Loans and the Commitments; and provided, further, that Borrower shall not be responsible for increased costs arising out of any assignment of any Loans or Notes. In the event of any such assignment, : (ai) the assigning Bank's Lender’s Proportionate Share (Commitment) of the Commitments and Proportionate Share (Loans) of the Loans shall be reduced and its obligations hereunder released by the amount of the Proportionate Share (Commitment) of the Commitments and Proportionate Share (Loans) of the Loans assigned to the new Bank, lender; (bii) the parties to such assignment shall execute and deliver to Administrative Agent an appropriate assignment agreement in substantially the form of Exhibit M attached hereto or such other agreement in form and substance reasonably satisfactory to Administrative Agent (and, so long as no Event of Default has occurred and is continuing, Borrower) evidencing such sale, assignment, transfer or other disposition, in form and substance reasonably satisfactory to Administrative Agent and Borrower, ; (c) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500, (diii) at the assigning Bank's Lender’s option, Borrower shall execute and deliver to such assigning Bank a new Note in the form attached hereto as Exhibit B-1, as requestedlender new Notes, in a principal amount equal to such new Bank's its Proportionate Share (Commitment) of the Commitments and Proportionate Share (Loans) of the Loans being assigned upon surrender by the assigning Lender of its Notes, but only if it and Borrower shall also be executing execute and exchanging exchange with the assigning Bank Lender a replacement note for any Note in an amount equal to the Commitment Proportionate Share (Commitment) of the Commitments and Proportionate Share (Loans) of the Loans retained by the assigning BankLender, if any; provided that Borrower shall have received for cancellation the existing Note held by such assigning Bank, and (viv) the new lender shall pay an assignment fee to Administrative Agent shall amend Exhibit H attached hereto to reflect the Proportionate Shares of the Banks following such assignment$3,500. Thereafter, such Such new Bank lender shall be deemed to be a Bank Lender and shall have all of the rights and duties of a Bank Lender (except as otherwise provided in this Article 9XI), in accordance with its Proportionate ShareShare (Commitment) of the Commitments and Proportionate Share (Loans) of the Loans, under each of the Credit Documents.

Transfer of Commitment. Notwithstanding anything else herein to the contrary, any BankLender, after receiving Administrative Agent's the prior written consent (such consent not to be unreasonably withheld)of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower, may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Commitment (and Loans made hereunder and other Obligations) (including the Bank's Lender’s interest in this Financing Agreement and the other Credit Financing Documents) to its Affiliate, any Bank or to one or more banks bank or other Persons that constitute lending institution which in such assigning Lender’s reasonable judgment is reasonably capable of performing the obligations of a "Bank"Lender hereunder and reasonably experienced in project financings and, with respect to any such sale, assignment, transfer, negotiation or other disposition occurring prior to the Term-Conversion Date, such bank or other lending institution shall have a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000); provided, however, that (x) no Bank Lender (including any assignee of any BankLender) may assign any portion of its Loans in an amount Commitment (including Loans) of less than Ten Million Dollars ($1,000,000 10,000,000) (unless such lesser amount constitutes to another Lender) or which leaves the assigning Bank's Lender with a Commitment (including Loans) of less than Five Million Dollars ($5,000,000) after giving effect to such assignment and all previous assignments (except that a Lender may be left with no Commitment and Loans if it assigns its entire share of the Commitment and Loans); and provided, further, that at all times Xxxx Bank, S.S.B. and its Affiliates shall collectively hold (y) no less than 51% of the aggregate amount of the Loans and the Commitments; and provided, further, that Borrower shall not be responsible for increased costs arising out Lender (including any assignee of any Lender) may assign any portion of its Commitment (including Loans) to a new lender if, at the time of transfer, such assignment would result, if the circumstances (including Governmental Rules) at the time of any Loans such transfer were unchanged in claims being made by such new lender, for costs pursuant to Section 2.7 or NotesSection 2.8 hereof in excess of those which could be made by the assigning Lender were it not to make such assignment, unless such new lender waives its right to claim such costs or unless Borrower consents to such transfer and (z) no Lender may transfer to a new Lender which (either itself or through its Affiliates) develops, constructs, owns (other than ownership interests in projects in which such new Lender or such Affiliates are passive investors and neither exercise management nor day to day control over the affairs of such projects) or operates wind farms. In the event of any such assignment, (a) the assigning Bank's Lender’s Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new Bank, lender; (b) the parties to such assignment shall execute and deliver an appropriate agreement evidencing such sale, assignment, transfer or other disposition, in form disposition and substance reasonably satisfactory shall cause to be paid to Administrative Agent and Borrower, a processing fee in the amount of Three Thousand Five Hundred Dollars ($3,500); (c) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500, (d) at the assigning Bank's Lender’s option, Borrower shall execute and deliver to such assigning Bank a new Note lender new Notes in the form forms attached hereto as Exhibit B-1, B-1 or Exhibit B-2 (as requestedappropriate), in a principal amount equal to such new Bank's Commitmentits Proportionate Share of the Commitment being assigned, but only if it and Borrower shall also be executing execute and exchanging exchange with the assigning Bank Lender a replacement note for any Note in an amount equal to the Proportionate Share of the Commitment retained by the assigning BankLender, if any; provided that Borrower shall have received for cancellation the existing Note held by such assigning Bank, and (vd) Administrative Agent the assigning Lender shall amend Exhibit H attached hereto (without duplication of its obligations pursuant to reflect the Proportionate Shares immediately preceding clause (c)) cancel and return any Note to Borrower promptly after the effectiveness of the Banks following such assignment. Thereafter, such new Bank lender shall be deemed to be a Bank Lender and shall have all of the rights and duties of a Bank Lender (except as otherwise provided in this Article 9), in accordance with its Proportionate Share, under each of the Credit Financing Documents. For greater certainty, other than as set forth in Section 11.4(b), the costs of the foregoing shall not be for the account of Borrower.

Transfer of Commitment. Notwithstanding anything else herein to the contrary, any Bank, after receiving Administrative Agent's prior written consent (such consent not consent, and after reasonable notice to be unreasonably withheld)and consultation with Borrower, may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Commitment (and Loans made hereunder thereunder) (including the Bank's interest in this Agreement and the other Credit Documents) to its Affiliate, any Bank or to one or more banks bank or other Persons that constitute lending institution which in such assigning Bank's judgment is reasonably capable of performing the obligations of a "Bank"Bank hereunder and reasonably experienced in project financing; provided, however, that no Bank (including any assignee of any Bank) may assign any portion of its Loans in an amount Commitment (including Loans) of less than $1,000,000 5,000,000 (unless such lesser amount constitutes to another Bank) or which leaves the assigning Bank's Bank with a Commitment (including Loans) of less than $5,000,000 after giving effect to such assignment and all previous assignments (except that a Bank may be left with no Commitment and Loans if it assigns its entire share of the Commitment and Loans); and provided, further, that at all times Xxxx Bank, S.S.B. and its Affiliates shall collectively hold no less than 51% of the aggregate amount of the Loans and the Commitments; and provided, further, that Borrower shall not be responsible for increased costs arising out of any assignment of any Loans or Notes. In the event of any such assignment, (a) the assigning Bank's Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new Banklender, (b) the parties to such assignment shall execute and deliver an appropriate agreement evidencing such sale, assignment, transfer or other disposition, in form and substance reasonably satisfactory to Administrative Agent and Borrower, (c) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500, (d) at the assigning Bank's option, Borrower shall execute and deliver to such assigning Bank a new Note lender new Notes in the form forms attached hereto as Exhibits B-1 or Exhibit B-1B-2, as requestedappropriate, in a principal amount equal to such new Banklender's Commitment, but only if it and Borrower shall also be executing execute and exchanging exchange with the assigning Bank a replacement note for any Note in an amount equal to the Commitment retained by the assigning Bank, if any; provided that Borrower shall have received for cancellation the existing Note held by such assigning Bank, any and (vd) Administrative Agent shall may amend Exhibit H attached hereto to reflect the Proportionate Shares of the Banks following such assignment. Thereafter, such new Bank lender shall be deemed to be a Bank and shall have all of the rights and duties of a Bank (except as otherwise provided in this Article 910), in accordance with its Proportionate Share, under each of the Credit Documents.

Transfer of Commitment. 11.5.1 Notwithstanding anything else herein to the contrary, any BankLender, after receiving Administrative Agent's ’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed) and, unless an Event of Default has occurred and is continuing, Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed and provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Banking Days after having received notice thereof), may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Loans made hereunder (including the Bank's Lender’s interest in this Agreement and the other Credit Documents) to its Affiliate, any Bank or to one or more banks or other Persons that constitute a "Bank"Eligible Assignee; provided, however, that no Bank Lender (including any assignee of any BankLender) may assign any portion of its Loans (a) in an amount less than $1,000,000 or, if less, the remaining amount of such Lender’s Loans, (unless such lesser to another Lender), or (b) in an amount constitutes which leaves the assigning Bank's entire share Lender with Loans of less than $1,000,000 (in each case based on the original principal amount of the Loans assigned) after giving effect to such assignment and all previous assignments (except that a Lender may be left with no Loans if it assigns all of its Loans); and provided, further, that at any Lender may assign all times Xxxx Bankor any portion of its Commitments and Loans to an Affiliate of such Lender, S.S.B. and its Affiliates shall collectively hold no less than 51% to any other Lender or to any Person described in clause (c) of the aggregate amount definition of Eligible Assignee, in each case, without the Loans and the Commitments; and provided, further, that Borrower consent of any Person. An assignee shall not be responsible for increased costs arising out entitled to receive any greater payment under Sections 2.4.4, 2.6 or 11.19 than the applicable Lender would have been entitled to receive with respect to the interest assigned to such assignee unless Borrower shall have consented to such assignment. An assignee shall not be entitled to the benefits of any assignment of any Loans or NotesSection 2.4.4 to the extent such assignee fails to comply with Section 2.4.5. In the event of any such assignment, (ai) the assigning Bank's Lender’s Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new BankLender, as applicable, (bii) the parties to such assignment shall execute and deliver an appropriate agreement evidencing such sale, assignment, transfer or other disposition, in the form and substance set forth in Exhibit L or otherwise reasonably satisfactory to Administrative Agent and Borrower, (ciii) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500; provided that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and (div) at the assigning Bank's Lender’s option, Borrower shall execute and deliver to such assigning Bank a new Note Lender, Notes in the form attached hereto as Exhibit B-1B, as requested, in a principal amount equal to such new Bank's CommitmentLender’s Loan amount, but only only, to the extent the assigning Lender has been issued any Notes, if it shall also be executing and exchanging with the assigning Bank Lender a replacement note for any Note such Note(s) in an amount equal to the Commitment Loans retained by the assigning BankLender, if any; provided that Borrower shall have received for cancellation the existing Note Note(s) held by such assigning Bank, and (v) Administrative Agent shall amend Exhibit H attached hereto to reflect the Proportionate Shares of the Banks following such assignmentLender. Thereafter, such new Bank Lender shall be deemed to be a Bank Lender and shall have all of the rights and duties of a Bank Lender (except as otherwise provided in this Article 911), in accordance with its Proportionate Share, under each of the Credit Documents. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in Section 2.1.7.

Transfer of Commitment. Notwithstanding anything else herein to the contrary, any BankLender, after receiving Administrative Agent's the prior written consent of Administrative Agent and Borrower (such which consent not of Borrower shall (i) only be required after the completion of the initial syndication of the Loans to the sub-underwriters to be identified and subsequent initial retail syndication of the Loans to the Lenders has closed, (ii) only be required so long as no Event of Default has occurred and is continuing and (iii) not be unreasonably withheldwithheld or delayed when so required), may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Commitment (and Loans made hereunder and other Obligations) (including the Bank's Lender’s interest in this Agreement and the other Credit Financing Documents) to its Affiliate, any Bank or to one or more banks bank or other Persons that constitute lending institution which in such assigning Lender’s reasonable judgment is reasonably capable of performing the obligations of a "Bank"Lender hereunder and reasonably experienced in project financings and, with respect to any such sale, assignment, transfer, negotiation or other disposition occurring prior to Term-Conversion, such bank or other lending institution shall have a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000); provided, however, that (x) no Bank Lender (including any assignee of any BankLender) may assign any portion of its Loans in an amount Commitment (including Loans) of less than Ten Million Dollars ($1,000,000 10,000,000) (unless such lesser amount constitutes to another Lender) or which leaves the assigning Bank's Lender with a Commitment (including Loans) of less than Five Million Dollars ($5,000,000) after giving effect to such assignment and all previous assignments (except that a Lender may be left with no Commitment and Loans if it assigns its entire share of the Commitment and Loans); and provided, further, that at all times Xxxx Bank, S.S.B. and its Affiliates shall collectively hold (y) no less than 51% of the aggregate amount of the Loans and the Commitments; and provided, further, that Borrower shall not be responsible for increased costs arising out Lender (including any assignee of any Lender) may assign any portion of its Commitment (including Loans) to a new lender if, at the time of transfer, such assignment would result, if the circumstances (including Governmental Rules) at the time of any Loans such transfer were unchanged in claims being made by such new lender, for costs pursuant to Section 2.7 or NotesSection 2.8 hereof in excess of those which could be made by the assigning Lender were it not to make such assignment, unless such new lender waives its right to claim such costs or unless Borrower consents to such transfer and (z) no Lender may transfer to a new Lender which (either itself or through its Affiliates) develops, constructs, owns (other than ownership interests in projects in which such new Lender or such Affiliates are passive investors and neither exercise management nor day to day control over the affairs of such projects) or operates wind farms. In the event of any such assignment, (a) the assigning Bank's Lender’s Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new Bank, lender; (b) the parties to such assignment shall execute and deliver an appropriate agreement evidencing such sale, assignment, transfer or other disposition, in form disposition and substance reasonably satisfactory shall cause to be paid to Administrative Agent and Borrower, a processing fee in the amount of Three Thousand Five Hundred Dollars ($3,500); (c) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500, (d) at the assigning Bank's Lender’s option, Borrower shall execute and deliver to such assigning Bank a new Note lender new Notes in the form forms attached hereto as Exhibit B-1, B-1 or Exhibit B-2 (as requestedappropriate), in a principal amount equal to such new Bank's Commitmentits Proportionate Share of the Commitment being assigned, but only if it and Borrower shall also be executing execute and exchanging exchange with the assigning Bank Lender a replacement note for any Note in an amount equal to the Proportionate Share of the Commitment retained by the assigning BankLender, if any; provided that Borrower shall have received for cancellation the existing Note held by such assigning Bank, and (vd) Administrative Agent the assigning Lender shall amend Exhibit H attached hereto (without duplication of its obligations pursuant to reflect the Proportionate Shares immediately preceding clause (c)) cancel and return any Note to Borrower promptly after the effectiveness of the Banks following such assignment. Thereafter, such new Bank lender shall be deemed to be a Bank Lender and shall have all of the rights and duties of a Bank Lender (except as otherwise provided in this Article 910), in accordance with its Proportionate Share, under each of the Credit Financing Documents. For greater certainty, other than as set forth in Section 12.4(b), the costs of the foregoing shall not be for the account of Borrower.

Transfer of Commitment. Notwithstanding anything else herein to the contrary, any Bank, after receiving Administrative AgentBorrower's prior written consent as to the identity of the assignee, which consent shall not be unreasonably withheld or delayed (provided if an Event of Default has occurred and is continuing, such consent shall not to be unreasonably withheldrequired), may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Commitments (and Loans made hereunder and Letters of Credit issued thereunder) (including the Bank's interest in this Agreement and the other Credit Documents) to its Affiliate, any Bank or to one or more banks bank or other Persons that constitute lending institution which in such assigning Bank's judgment is reasonably capable of performing the obligations of a "Bank"Bank hereunder and reasonably experienced in project financing; provided, however, that no Bank (including any assignee of any Bank) may assign any portion of its Commitment (including Loans in an amount and Letters of Credit) of less than $1,000,000 10,000,000 (unless to another Bank or in the event such lesser amount constitutes the assigning Bank's entire share assignment is an assignment of the Loans); entire remaining Commitment of such Bank) and provided, further, that at all times Xxxx Bank, S.S.B. and its Affiliates assignments of any rights or obligations under any Letter of Credit shall collectively hold no less than 51% require the consent of the aggregate amount of the Loans and the CommitmentsLC Bank; and provided, further, that Borrower shall not be responsible for increased costs arising out any Bank may assign all or any portion of any assignment its Commitments to an Affiliate of any Loans or Notessuch Bank. In the event of any such assignment, (a) the assigning Bank's Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new Banklender, (b) the parties to such assignment shall execute and deliver to Administrative Agent an appropriate agreement Assignment Agreement evidencing such sale, assignment, transfer or other disposition, disposition substantially in the form and substance reasonably of Exhibit L or otherwise satisfactory to Administrative Agent together with an assignment fee payable to Administrative Agent of $3,500 (provided such assignment fee shall not be required with respect to the initial syndication of the Lead Arrangers' and BorrowerCo-Arrangers' Commitments) and any other related documentation reasonably requested by Administrative Agent, including without limitation such withholding tax certificates as may be appropriate pursuant to Section 2.6.7, (c) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500, (d) at the assigning Bank's option, Borrower shall execute and deliver to such assigning Bank a new Note lender new Notes in the form forms attached hereto as Exhibit B-1, as requested, B in a principal amount equal to such new Banklender's Commitment, but only if it and Borrower shall also be executing execute and exchanging exchange with the assigning Bank a replacement note for any Note in an amount equal to the Commitment retained by the assigning Bank, if any; provided that Borrower shall have received for cancellation the existing Note held by such assigning Bank, any and (vd) Administrative Agent shall may amend Exhibit H attached hereto to reflect the Proportionate Shares of the Banks following such assignment. Thereafter, such new Bank lender shall be deemed to be a Bank and shall have all of the rights and duties of a Bank (except as otherwise provided in this Article 910), in accordance with its Proportionate Share, under each of the Credit Documents.

Transfer of Commitment. Notwithstanding anything else herein to the contrary, any Bank, after receiving (a) Borrower's prior written consent as to the identity of the assignee (which consent shall not be unreasonably withheld or delayed or, so long as an Event of Default has occurred and is continuing, required) and (b) Administrative Agent's prior written consent (such which consent shall not to be unreasonably withheld), withheld or delayed) may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Commitments (and Loans made hereunder thereunder) (including the Bank's interest in this Agreement and the other Credit Documents) to its Affiliate, any Bank or to one or more banks bank or other Persons that constitute lending institution which in such assigning Bank's judgment is reasonably capable of performing the obligations of a "Bank"Bank hereunder and reasonably experienced in project financing; provided, however, that no Bank (including any assignee of any Bank) may assign any portion of its Loans in an amount Commitment (including Loans) of less than $1,000,000 (unless such lesser amount constitutes the assigning to another Bank's entire share of the Loans); and provided, further, that at any Bank may assign all times Xxxx Bank, S.S.B. and or any portion of its Affiliates shall collectively hold no less than 51% Commitments to an Affiliate of such Bank without the aggregate amount of the Loans and the Commitments; and provided, further, that Borrower shall not be responsible for increased costs arising out consent of any assignment of any Loans or NotesPerson. In the event of any such assignment, (ai) the assigning Bank's Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new Banklender, (bii) the parties to such assignment shall execute and deliver to Administrative Agent an appropriate agreement Assignment Agreement evidencing such sale, assignment, transfer or other disposition, disposition substantially in the form and substance reasonably of Exhibit L hereto or otherwise satisfactory to Administrative Agent and Borrower, (c) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay together with an assignment fee payable to Administrative Agent an administrative fee of $3,5003,500 (provided such assignment fee shall not be required with respect to the initial syndication of Lead Arranger's and Arrangers' Commitments) and any other related documentation reasonably requested by Administrative Agent, including such withholding tax certificates as may be appropriate pursuant to Section 2.4.7, (diii) at the assigning Bank's option, (A) Borrower shall execute and deliver to such assigning Bank a new Note lender new Notes in the form forms attached hereto as Exhibit B-1, as requested, B hereto in a principal amount equal to such new Banklender's Commitment, but only if it Commitment and (B) Borrower shall also be executing execute and exchanging exchange with the assigning Bank a replacement note for any Note in an amount equal to the Commitment retained by the assigning Bank, if any; provided that , (iv) to the extent the assigning Bank has been issued any Notes in its favor, such Bank shall cancel and return each such Note to Borrower shall have received for cancellation promptly after the existing Note held by 113 126 effectiveness of any such assigning Bank, assignment and (v) Administrative Agent shall amend Exhibit H attached hereto shall be automatically amended without further action to reflect such assignment and the Proportionate Shares of the Banks following such assignment. Thereafter, such new Bank lender shall be deemed to be a Bank and shall have all of the rights and duties of a Bank (except as otherwise provided in this Article 9), in accordance with its Proportionate Share, under each of the Credit Documents.

Transfer of Commitment. Notwithstanding anything else herein to the contrarycontrary (but subject to Section 9.12.2), any Bank, after Lender (so long as no Event of Default pursuant to Section 7.1.1 or Event of Default with respect to any Borrower Party pursuant to Section 7.1.2 has occurred and is continuing) upon receiving Administrative Agent's Co-Borrowers’ prior written consent (such consent not to be unreasonably withheldwithheld or delayed), may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Commitments (including, for purposes of this Section 9.13, Loans made hereunder hereunder) (including the Bank's Lender’s interest in this Agreement and the other Credit Documents) pursuant to its Affiliate, an Assignment and Assumption to any Bank or Eligible Assignee; provided that Co-Borrowers shall be deemed to one or more banks or other Persons that constitute a "Bank"have consented to any such assignment unless they shall object thereto by written notice to Administrative Agent within 10 Banking Days after receiving notice thereof; provided, howeverfurther, that no Bank Lender (including any assignee of any BankLender) may assign any portion of its Loans Commitment (including Loans) (a) in an amount less than $1,000,000 5,000,000 or, if less, the remaining amount of such Lender’s Commitment, (unless such lesser to another Lender), or (b) in an amount constitutes which leaves the assigning Bank's entire share Lender with a Commitment (including Loans) of less than $5,000,000 (in each case based on the original principal amount of the LoansCommitment assigned) after giving effect to such assignment and all previous assignments (except that a Lender may be left with no Commitment or Loans if it assigns its entire Commitment); provided, that no Person may transfer any portion of any Initial Term Loan or any Initial Term PIK Loan held by such Person unless such Person simultaneously transfers (to the same transferee) equal percentage interests of both the Initial Term Loans and Initial Term PIK Loans held by such Person; 100 provided that no Person may transfer any portion of any Additional Term Loan or any Additional Term PIK Loan held by such Person unless such Person simultaneously transfers (to the same assignee) equal percentage interests of both the Additional Term Loans and Additional Term PIK Loans held by such Person; provided, further, that at any Lender may assign all times Xxxx Bank, S.S.B. and or any portion of its Affiliates shall collectively hold no less than 51% Commitments (including Loans) to an Affiliate of such Lender or to any other Lender without the aggregate amount consent of the Loans and the Commitments; and provided, further, that Borrower any Person. An assignee shall not be responsible for increased costs arising out entitled to receive any greater payment under Section 2.6.4 or 2.8 than the applicable Lender would have been entitled to receive with respect to the interest assigned to such assignee unless Co-Borrowers shall have consented to such assignment. An assignee shall not be entitled to the benefits of any assignment of any Loans or NotesSection 2.6.4 to the extent such assignee fails to comply with Sections 2.6.4(f) and 2.6.5. In the event of any such assignment, (ai) the assigning Bank's Lender’s Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new BankLender, (bii) the parties to such assignment shall execute and deliver an appropriate agreement evidencing such sale, assignment, transfer or other disposition, in form and substance reasonably satisfactory to Administrative Agent and BorrowerCo-Borrowers, (ciii) the parties to the sale, assignment, transfer or other disposition, excluding any Co-Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, (div) at the assigning Bank's Lender’s option, Borrower Co-Borrowers shall execute and deliver to such assigning Bank a new Note Notes in the form forms attached hereto as Exhibit B-1B‑1 or B-2, as applicable, as requested, in a principal amount equal to such assignee new Bank's Lender’s Commitment, but only if it shall also be executing and exchanging with the assigning Bank Lender a replacement note for any Note Note(s) in an amount equal to the Commitment retained by the assigning BankLender, if any; provided that Borrower Co-Borrowers shall have received for cancellation the existing Note Note(s) held by such assigning BankLender, (v) Administrative Agent shall have received from the new Lender all documentation and other information required by bank regulatory authorities and reasonably requested by it under applicable “know your customer” laws, AML Laws, Sanctions and Anti-Terrorism Laws, including the Act, to include a copy of such new Lender’s duly executed IRS Form W-9 or such other applicable IRS Form, and (vvi) Administrative Agent shall amend Exhibit H attached hereto to reflect the Proportionate Shares of the Banks Lenders following such assignment. Thereafter, such new Bank Lender shall be deemed to be a Bank Lender and shall have all of the rights and duties of a Bank Lender (except as otherwise provided in this Article 9), in accordance with its Proportionate Share, under each of the Credit Documents. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in Section 2.1.10.

Transfer of Commitment. Notwithstanding anything else herein to the contrarycontrary (but subject to Section 9.13.2), any BankLender, after receiving Administrative Agent's prior written consent (such consent not to be unreasonably withheld) and (so long as no Event of Default has occurred and is continuing), after consulting with Borrower as to the identity of the applicable assignee, may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Commitments (including, for purposes of this Section 9.14, Loans made hereunder hereunder) (including the BankLender's interest in this Agreement and the other Credit Documents) to its Affiliate, any Bank or to one or more banks or other Persons that constitute a "Bank"Lender; provided, however, that no Bank Lender (including any assignee of any BankLender) may 106 assign any portion of its Loans Commitment (including Loans) (a) in an amount less than $1,000,000 5,000,000 (unless such lesser to another Lender), or (b) in an amount constitutes which leaves the assigning Bank's entire share Lender with a Commitment (including Loans) of less than $5,000,000 (in each case based on the original principal amount of the LoansCommitment assigned) after giving effect to such assignment and all previous assignments (except that a Lender may be left with no Commitment or Loans if it assigns its entire Commitment); and provided, further, that at any Lender may assign all times Xxxx Bank, S.S.B. and or any portion of its Affiliates shall collectively hold no less than 51% Commitments to an Affiliate of such Lender without the aggregate amount of the Loans and the Commitments; and provided, further, that Borrower shall not be responsible for increased costs arising out consent of any assignment of any Loans or NotesPerson. In the event of any such assignment, (ai) the assigning BankLender's Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new BankLender, (bii) the parties to such assignment shall execute and deliver an appropriate agreement evidencing such sale, assignment, transfer or other disposition, in form and substance reasonably satisfactory to Administrative Agent and Borrower, (ciii) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500, (div) at the assigning BankLender's option, Borrower shall execute and deliver to such assigning Bank a new Note Notes in the form forms attached hereto as Exhibit B-1B-1 or Exhibit B-2, as requested, in a principal amount equal to such new BankLender's Commitment, but only if it shall also be executing and exchanging with the assigning Bank Lender a replacement note for any Note in an amount equal to the Commitment retained by the assigning BankLender, if any; provided that Borrower shall have received for cancellation the existing Note held by such assigning BankLender, and (v) Administrative Agent shall amend Exhibit H attached hereto to reflect the Proportionate Shares of the Banks Lenders following such assignment. Thereafter, such new Bank Lender shall be deemed to be a Bank Lender and shall have all of the rights and duties of a Bank Lender (except as otherwise provided in this Article 9), in accordance with its Proportionate Share, under each of the Credit Documents.

Transfer of Commitment. 11.5.1 Notwithstanding anything else herein to the contrary, any BankLender, after receiving Administrative Agent's ’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed) and, unless an Event of Default has occurred and is continuing, Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed and provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Banking Days after having received notice thereof), may from time to time, without the consent of Borrower or any other Person, at its option, sell, assign, transfer, negotiate or otherwise dispose of a portion of one or more of its Loans made hereunder (including the Bank's Lender’s interest in this Agreement and the other Credit Documents) to its Affiliate, any Bank or to one or more banks or other Persons that constitute a "Bank"Eligible Assignee; provided, however, that no Bank Lender (including any assignee of any BankLender) may assign any portion of its Loans (a) in an amount less than $1,000,000 or, if less, the remaining amount of such Lender’s Loans, (unless such lesser to another Lender), or (b) in an amount constitutes which leaves the assigning Bank's entire share Lender with Loans of less than $1,000,000 (in each case based on the original principal amount of the Loans assigned) after giving effect to such assignment and all previous assignments (except that a Lender may be left with no Loans if it assigns all of its Loans); and provided, further, that at any Lender may assign all times Xxxx Bankor any portion of its Commitments and Loans to an Affiliate of such Lender, S.S.B. and its Affiliates shall collectively hold no less than 51% to any other Lender or to any Person described in clause (c) of the aggregate amount definition of Eligible Assignee, in each case, without the Loans and the Commitments; and provided, further, that Borrower consent of any Person. An assignee shall not be responsible for increased costs arising out entitled to receive any greater payment under Sections 2.4.4, 2.6 or 11.19 than the applicable Lender would have been entitled to receive with respect to the interest assigned to such assignee unless Borrower shall have consented to such assignment. An assignee shall not be entitled to the benefits of any assignment of any Loans or NotesSection 2.4.4 to the extent such assignee fails to comply with Section 2.4.5. In the event of any such assignment, (ai) the assigning Bank's Lender’s Proportionate Share shall be reduced and its obligations hereunder released by the amount of the Proportionate Share assigned to the new BankLender, as applicable, (bii) the parties to such assignment shall execute and deliver an appropriate agreement evidencing such sale, assignment, transfer or other disposition, in the form and substance set forth in Exhibit I or otherwise reasonably satisfactory to Administrative Agent and Borrower, (ciii) the parties to the sale, assignment, transfer or other disposition, excluding Borrower, shall collectively pay to Administrative Agent an administrative fee of $3,500; provided that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and (div) at the assigning Bank's Lender’s option, Borrower shall execute and deliver to such assigning Bank a new Note Lender, Notes in the form attached hereto as Exhibit B-1B, as requested, in a principal amount equal to such new Bank's CommitmentLender’s Loan amount, but only only, to the extent the assigning Lender has been issued any Notes, if it shall also be executing and exchanging with the assigning Bank Lender a replacement note for any Note such Note(s) in an amount equal to the Commitment Loans retained by the assigning BankLender, if any; provided that Borrower shall have received for cancellation the existing Note Note(s) held by such assigning Bank, and (v) Administrative Agent shall amend Exhibit H attached hereto to reflect the Proportionate Shares of the Banks following such assignmentLender. Thereafter, such new Bank Lender shall be deemed to be a Bank Lender and shall have all of the rights and duties of a Bank Lender (except as otherwise provided in this Article 911), in accordance with its Proportionate Share, under each of the Credit Documents. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in Section 2.1.7.