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CHA.S.,MW <br />PREPAYMENT SCHEDULE ADDENDUM <br />(24 -Month Lockout Period) <br />Dated: JUNE 18, 2012 <br />Lease Schedule No: 1000136287 <br />Lessee: ORANGE COUNTY BOARD OF EDUCATION <br />Reference is made to the above Lease Schedule ( "Schedule ") and to the Master Lease- Purchase Agreement ( "Master Lease") <br />identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. ( "Lessor ") and the above lessee <br />( "Lessee "). As used herein. "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates <br />to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined <br />herein, capitalized terms defined in the Lease shall have the same meaning when used herein. Solely for purposes of the Schedule, <br />Lessor and Lessee agree as follows: <br />1. Notwithstanding anything to the contrary herein or the Lease, Lessee and Lessor agree that Lessee shall not exercise its <br />prepayment or early purchase rights under the Lease (including, without limitation, Section 15 of the Master Lease as it relates to <br />the Schedule) or this Addendum prior to the end of the Lock -Out Period specified below. <br />Lock -Out Period: the first 24 months of the Lease Term of the Schedule <br />2. Notwithstanding anything to the contrary in the Lease (including, without limitation, Section 15 of the Master Lease as it relates <br />to the Schedule), Lessee and Lessor agree that so long as no Event of Default has occurred and continues under the Lease and so <br />long as Lessee gives Lessor at least 30 days prior written notice (the "Notice Period") and so long as the above Lock -Out Period <br />has expired, Lessee may elect to prepay its obligations under the Schedule by paying to Lessor on the Rent Payment due date (a <br />"Prepayment Date ") following the Notice Period the total of the following (the "Prepayment Amount "): (a) all accrued Rent <br />Payments, interest, taxes, late charges and other amounts then due and payable under the Lease; plus (b) the remaining principal <br />balance payable by Lessee under the Schedule as of said Prepayment Date. <br />3. The parties acknowledge that the Termination Value column of the Payment Schedule to the Schedule is included solely for <br />purposes of the calculations required by Section 13.3 of the Master Lease (casualty loss of Equipment), Section 14.1 of the Master <br />Lease (required amount of casualty loss insurance) and Subsection 20(c) of the Master Lease (post - default remedies of Lessor) <br />and said Termination Value column does not negate the restrictions on purchase options or voluntary prepayment in paragraphs 1 <br />and 2 of this Addendum. <br />4. The prepayment or early purchase option rights granted herein shall control in the event of any conflict between the provisions of <br />this Addendum and the Master Lease as it relates to the Schedule. Except as expressly amended or supplemented by this <br />Addendum and other instruments signed by Lessor and Lessee, the Lease remains unchanged and in full force and effect. <br />IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first written above. <br />ORANGE COUNTY BOARD OF EDUCATION <br />(Lessee) <br />By: <br />Title: <br />JPMORGAN CHASE BANK. N.A. <br />(Lessor) <br />Lo <br />Title: Authorized Officer <br />Page 1 of 1 <br />25 <br />