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participation interests, trust certificates or partnership interests with respect to the Rental <br />Payments payable under this Agreement, it shall thereafter be sufficient that Lessee receives <br />notice of the name and address of the bank, trust company or other entity that acts as the Lease <br />Servicer. Notices of assignment provided pursuant to this Section 11.01(b) shall contain a <br />confirmation of compliance with the transfer requirements imposed by Section 11.01(a) hereof. <br />During the Lease Term, Lessee shall keep, or cause to be kept, a complete and accurate record of <br />all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall <br />retain all such notices as a register of all assignees and shall make all payments to the assignee or <br />assignees or Lease Servicer last designated in such register. Lessee shall not have the right to <br />and shall not assert against any assignee any claim, counterclaim or other right Lessee may have <br />against Lessor or the Vendor. Assignments in part may include without limitation assignment of <br />all of Lessor’s security interest in and to the Equipment and all rights in, to and under this <br />Agreement related to such Equipment, and all of Lessor’s security interest in and to the Escrow <br />Account, or all rights in, to and under the Escrow Agreement. <br /> (c) If Lessor notifies Lessee of its intent to assign this Agreement, Lessee agrees that it <br />shall execute and deliver to Lessor a Notice and Acknowledgement of Assignment substantially <br />in the form of Exhibit H attached hereto within five (5) business days after its receipt of such <br />request. <br /> Section 11.02. Assignment and Subleasing by Lessee. None of Lessee’s right, title, and interest in, to and under this Agreement or any portion of the Equipment or the Escrow Agreement or the Escrow Account may be assigned, encumbered or subleased by Lessee for any reason, and any purported assignment, encumbrance or sublease without Lessor’s prior written consent shall be null and void. <br />ARTICLE XII <br /> Section 12.01. Events of Default Defined. Any of the following events shall constitute an “Event of Default” under this Agreement: <br /> (a) Failure by Lessee to (i) subject to Section 3.03, pay any Rental Payment or <br />other payment required to be paid under this Agreement within 10 days of the date when <br />due as specified herein or (ii) maintain insurance as required herein; <br /> (b) Failure by Lessee to observe and perform any covenant, condition or <br />agreement contained in this Agreement on its part to be observed or performed, other <br />than as referred to in subparagraph (a) above, for a period of 30 days after written notice <br />specifying such failure and requesting that it be remedied is given to Lessee by Lessor, <br />unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable <br />period, Lessor will not unreasonably withhold its consent to an extension of such time if <br />corrective action is instituted by Lessee within the applicable period and diligently <br />pursued until the default is corrected; <br />175