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to a date that is one-year later. Lessee may not voluntarily prepay the entire principal portion and accrued interest relating to any
<br />Schedule unless: (a) Lessor has received at least ninety (90) days prior written notice of a specific prepayment date ("Prepayment Date");
<br />(b) the prepayment is made only on a date where a Lease Payment is regularly scheduled and due on the Schedule; (c) Lessee is prepaying
<br />the full remaining principal balance of the Schedule plus all accrued and unpaid interest to such Prepayment Date and all other amounts
<br />then due and payable under the affected Lease; (d) no Event of Default then currently exists under this Agreement, any Schedule or
<br />other related lease documents; and (e) Lessee is paying to Lessor along with such prepayment a prepayment premium fee equal to a
<br />percentage of the remaining principal balance of the Schedule ("Prepayment Premium") as follows:
<br />Lease Year(s) Percentage
<br />1 3%
<br />2 2%
<br />3 and thereafter 1%
<br />17.2 The Prepayment Premium is assessed as a liquidated damage fee and as compensation for breakage costs, the costs of
<br />making funds available to Lessee, internal costs and losses and the like and not as a penalty. Any Prepayment Premiums assessed
<br />hereunder shall be included in the obligations or indebtedness, as applicable, under the other related Lease documents. Lessee
<br />acknowledges and agrees that any involuntary prepayment under this Agreement, whether due to acceleration or otherwise, shall be
<br />subject to the applicable Prepayment Premium assessed hereunder.
<br />17.3 Upon the payment in whole of the principal amount of, and all accrued interest due under, a Lease by Lessee, plus the
<br />satisfaction by Lessee of all of the prepayment conditions listed herein, the Lease with respect to the such Equipment shall terminate,
<br />and Lessee shall be entitled to such Equipment, "AS -IS," "WHERE -IS," WITHOUT WARRANTIES, EXPRESS OR IMPLIED,
<br />INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR
<br />THE USE CONTEMPLATED BY LESSEE, except that such Equipment shall not be subject to any Lien created by or arising through
<br />Lessor.
<br />17.4 In the event that Lessor exercises its right pursuant to Section 20(a) this Agreement to declare the amount stated
<br />therein to be immediately due and payable, then, in addition to all of the other rights and remedies available to Lessor under this
<br />Agreement, Lessee shall be immediately obligated to pay to Lessor the Prepayment Premium with respect to the entire unpaid principal
<br />balance of such Lease. For purposes of computing the Prepayment Premium which is due following such a declaration, the "Prepayment
<br />Date" shall be the date of such declaration or another date selected by Lessor, in its discretion, which is after the date of such declaration.
<br />17.5 In the event of any involuntary prepayment, other than an involuntary prepayment governed by Subsection 17.4 above,
<br />Lessee shall be obligated to pay to Lessor, simultaneously with such involuntary prepayment, (a) the interest on the amount so prepaid
<br />accrued through and including the Prepayment Date and (b) a Prepayment Premium in the amount determined pursuant to this
<br />Agreement. For purposes of computing the Prepayment Premium with respect to prepayments made pursuant to this Subsection 17.5,
<br />the Prepayment Date shall be the date on which such involuntary prepayment is actually received by Lessor. Unless Lessor otherwise
<br />agrees in writing, partial prepayments of principal under this Subsection 17.5 shall be credited to the principal portion of Lease Payments
<br />in the inverse order of maturity and shall not postpone the due dates of the Lease Payments under any Lease.
<br />Section 18. ASSIGNMENT.
<br />18.1 Without Lessor's prior written consent, Lessee will not either (a) assign, transfer, pledge, hypothecate, grant any
<br />security interest in or otherwise dispose of this Agreement, any Lease hereunder, the Equipment or any interest herein or therein, or (b)
<br />sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessee's interest herein or any
<br />Lease may not be assigned or transferred by operation of law.
<br />18.2 Lessor may assign, without the consent of Lessee, any or all of Lessor's rights, title or interest in and to this Agreement
<br />or any Lease hereunder, the Equipment and any other documents executed with respect thereto and/or grant or assign a security interest
<br />in this Agreement, any Lease hereunder, and the Equipment, in whole or in part, and in the case where there are multiple Leases
<br />hereunder, Lessor may assign its rights thereunder to different assigns. Any such assigns (each an "Assignee") shall have all of the
<br />rights of Lessor under each Lease it owns. By accepting an assignment of a Lease, each Assignee of a Lease shall be bound by the
<br />following provisions: (a) the secured obligations described in Section 9 hereof shall include and apply only to the obligations of Lessee
<br />under the Assigned Leases (as defined below) and shall exclude the obligations of Lessee under any Non -Assigned Leases (as defined
<br />below); (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non -Assigned Lease or any
<br />Equipment covered by any Non -Assigned Lease; and (c) said Assignee shall exercise its rights, benefits and remedies as the assignee of
<br />Lessor (including, without limitation, the remedies under Section 19 of this Agreement) solely with respect to the Assigned Leases.
<br />"Assigned Leases" means only those Leases which have been assigned to a single Assignee pursuant to a written agreement; and "Non-
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