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-23- <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 Collateral (collectively, the “Assigned Rights”), <br />may be assigned and reassigned by Lessor at any time, in whole or in part, to one or more <br />assignees or sub-assignees without the necessity of obtaining the consent of Lessee; provided, <br />that any such assignment, transfer or conveyance (i) shall be made only to investors each of <br />whom Lessor reasonably believes is a “qualified institutional buyer” as defined in <br />Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, or an “accredited <br />investor” as defined in Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the <br />Securities Act of 1933, as amended, and in either case is purchasing the Assigned Rights (or any <br />interest therein) for its own account with no present intention to resell or distribute such <br />Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the <br />Assigned Rights (or any interest therein) as it determines to be in its best interests, (ii) shall not <br />result in more than 35 owners of the Assigned Rights or the creation of any interest in the <br />Assigned Rights in an aggregate principal component that is less than $100,000 and (iii) shall not <br />require Lessee to make Rental Payments, to send notices or otherwise to deal with respect to <br />matters arising hereunder or under the Escrow Agreement with or to more than one Lease <br />Servicer (as such term is defined below), and any trust agreement, participation agreement or <br />custodial agreement under which multiple ownership interests in the Assigned Rights are created <br />shall provide the method by which the owners of such interests shall establish the rights and <br />duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all <br />of the assignees (herein referred to as the “Lease Servicer”) to act on their behalf with respect to <br />the Assigned Rights, including with respect to the exercise of rights and remedies of Lessor on <br />behalf of such owners upon the occurrence of an Event of Default or an Event of <br />Non-appropriation under this Agreement. Lessor and Lessee hereby acknowledge and agree that <br />the restrictions and limitations on transfer as provided in this Section 11.01 shall apply to the <br />first and subsequent assignees and sub-assignees of any of the Assigned Rights (or any interest <br />therein). <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 />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 />302