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and conditions said rights to all Participating Members of such <br />Project in proportion to each Participating Memberws respective <br />proportionate Ownership share of such Project. In the event that <br />one or more Participating Members elect not to accept such offer, <br />then the Member proposing to transfer such Capacity Rights may <br />offer such rights to any Party or any other Participating Member <br />in such amount or proportions as they may agree. Upon transfer <br />of Capacity Rights as aforesaid, the Capacity Rights of the <br />transferor and the transferee or transferees with respect to such <br />Project shall be adjusted to reflect the transfers. Such <br />transfers shall be evidenced by written agreement executed <br />between the agreeing Parties, a certified copy of which together <br />with a certified copy of the resolution of the governing body of <br />each Party to such Agreement evidencing approval thereof shall be <br />filed with the Authority." <br /> <br /> - 9 - <br /> <br /> <br />