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of the Rental Payments then due under such Lease plus the then applicable Purchase Price; <br /> 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 under the Lease, and the payment of <br /> $1.00 to Lessor. <br /> After payment of the applicable Purchase Price, Lessee will own the related <br /> Equipment, and Lessor's security interests in and to such Equipment will be terminated. <br /> ARTICLE XI <br /> Section 11.01. Assignment by Lessor. <br /> (a) Lessor's right, title and interest in and to Rental Payments and any other <br /> amounts payable by Lessee under any and all of the Leases, its security interest in the <br /> Equipment subject to each such Lease, and all proceeds therefrom may be assigned and <br /> reassigned in whole or in part to one or more assignees or subassignees by Lessor, without <br /> the necessity of obtaining the consent of Lessee; provided, that any such assignment, <br /> transfer or conveyance to a trustee for the benefit of owners of certificates of participation <br /> shall be made in a manner that conforms to any applicable State law. Nothing in this <br /> Section 11.01 shall be construed, however, to prevent Lessor from executing any such <br /> assignment, transfer or conveyance that does not involve funding through the use of <br /> certificates of participation within the meaning of applicable State law, including any such <br /> assignment, transfer or conveyance as part of a multiple asset pool to a partnership or <br /> trust; provided such certificates are sold only on a private placement basis (and not <br /> pursuant to any "public offering") to a purchaser(s) who represent that (i) such purchaser <br /> has sufficient knowledge and experience in financial and business matters to be able to <br /> evaluate the risks and merits of the investment, (Ii) such purchaser understands neither the <br /> Lease nor certificates will be registered under the Securities Act of 1933, (iii) such <br /> purchaser is either an "accredited investor" within the meaning of Regulation D under the <br /> Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, <br /> and (iv) it is the intention of such purchaser to acquire such certificates (A) for investment <br /> for its own account or (B) for resale in a transaction exempt from registration under the <br /> Securities Act of 1933; provided further, that in any event, Lessee shall not be required to <br /> make Rental Payments, to send notices or to otherwise deal with respect to matters arising <br /> under a Lease with or to more than one individual or entity. <br /> (b) No assignment, transfer or conveyance permitted by this Section 11.01 shall <br /> be effective until Lessee shall have received a written notice of assignment that discloses the <br /> name and address of each such assignee; provided, that if such assignment is made to a <br /> bank or trust company as trustee or paying agent for owners of certificates of <br /> participation, trust certificates or partnership interests with respect to the Rental Payments <br /> payable under a Lease, it shall thereafter be sufficient that Lessee receives notice of the <br /> name and address of the bank or trust company as trustee or paying agent. During each <br /> Lease Term, Lessee shall keep, or cause to be kept, a complete and accurate record of all <br /> #219845v12(Gov't Entity Master Lease) 15 <br />