October 15, 2012 - City of Laredo

transfer or conveyance to a trustee for the benefit of owners of certificates of participation shall
be made in a manner that conforms to any applicable State law. Nothing in this Section 11 .O1
shall be construed, however, to prevent Lessor from executing any such assignment, transfer or
conveyance that does not involve funding through the use of certificates of participation within
the meaning of applicable State law, including any such assignment, transfer or conveyance as
part of a multiple asset pool to a partnership or trust; provided such certificates are sold only on a
private placement basis (and not pursuant to any "public offering") to a purchaser(s) who
represents that (i) such purchaser has sufficient knowledge and experience in financial and
understands that neither this Agreement nor certificates will b d under the Securities
under the Securities Act of 1933 ; provided further
(b)
Unless to an affiliate controlling,
until Lessee shall have received a
is made to a bank or trust
ipation, trust certificates or
company as trustee ase Term, Lessee shall keep, or cause to be
receipt of such requ
e any claim, counterclaim or other right
Lessee of its intent to assign this Agreement, Lessee agrees that
to Lessor a Notice and Acknowledgement of Assignment
xhibit H attached hereto within five (5) business days after its
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
Acquisition Fund Agreement or the Acquisition Fund 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.