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in the event such prepayment occurs on a date other than a Rental Payment Date, accrued <br />interest to such prepayment date plus (iv) all other amounts then owing hereunder; or <br /> (c) Upon the expiration of the Lease Term, upon payment in full of all Rental <br />Payments then due and all other amounts then owing hereunder. <br />After payment of the applicable Prepayment Price and all other amounts owing <br />hereunder, Lessor’s security interests in and to such Equipment will be terminated and Lessee <br />will own the Equipment free and clear of Lessor’s security interest in the Equipment. <br />ARTICLE XI <br /> Section 11.01. Assignment by Lessor. (a) Lessor’s right, title and interest in and to this <br />Agreement, the Rental Payments and any other amounts payable by Lessee hereunder, the <br />Escrow Agreement, its security interest in the Equipment and the Escrow Account, and all <br />proceeds therefrom (collectively, the “Assigned Rights”) may be assigned and reassigned in <br />whole or in part to one or more assignees or subassignees by Lessor, without the necessity of <br />obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) <br />shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, <br />as amended, or an “accredited investor” as defined in Section 501(a)(1), (2), (3) or (7) of <br />Regulation D promulgated under the Securities Act of 1933, as amended, and in either case is <br />purchasing the Assigned Rights (or any interest therein) for its own account with no present <br />intention to resell or distribute such Assigned Rights (or interest therein), subject to each <br />investor’s right at any time to dispose of the Assigned Rights or any interest therein as it <br />determines to be in its best interests, (ii) shall not result in more than 35 owners of the Assigned <br />Rights or the creation of any interest in the Assigned Rights in an aggregate principal component <br />that is less than $100,000 and (iii) shall not require Lessee to make Rental Payments, send <br />notices or otherwise deal with respect to matters arising hereunder or under the Escrow <br />Agreement with or to more than one Lease Servicer (as such term is defined below), and any <br />trust agreement, participation agreement or custodial agreement under which multiple ownership <br />interests in the Assigned Rights are created shall provide the method by which the owners of <br />such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or <br />other fiduciary or agent acting on behalf of all of the assignees (herein referred to as the “Lease Servicer”) to act on their behalf with respect to the Assigned Rights, including with respect to <br />the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an <br />Event of Default or an event of non-appropriation under Section 3.03. Lessor and Lessee hereby <br />acknowledge and agree that the restrictions and limitations on transfer as provided in this Section <br />11.01 shall apply to the first and subsequent assignees and sub-assignees of any of the Assigned <br />Rights. <br /> (b) Unless to an affiliate controlling, controlled by or under common control with <br />Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective <br />as against Lessee until Lessee shall have received a written notice of assignment that discloses <br />the name and address of each such assignee; provided, that if such assignment is made to a bank <br />or trust company as trustee or paying agent for owners of certificates of participation, <br />174