Common use of Payments and Prepayments Clause in Contracts

Payments and Prepayments. (A) All or any portion of the unpaid principal balance of any Variable Advance may be prepaid at any time, without premium or penalty of any kind. All or any portion of the unpaid principal balance of any LIBOR Advance may be prepaid at any time provided, however, that Borrower must also pay the Yield Maintenance Fee associated with that LIBOR Advance or portion of LIBOR Advance which is being prepaid. (B) All payments and prepayments of principal, fees, interest and any other amounts owed from time to time under this Agreement and/or under the Note shall be made to Lender at the address referred to in SECTION 8.07 in Dollars and in immediately available funds prior to 1:00 o'clock P.M. (12:00 o'clock P.M. on the last Business Day of each month) on the Business Day that such payment is due provided that the Borrower hereby authorizes and instructs Lender to charge against the Borrower's accounts, if any, with Lender on each date on which a payment is due hereunder and under the Note an amount up to the principal, interest and fees due and payable to the Lender hereunder and under the Note and such charge shall be deemed payment hereunder and under the Note to the extent that immediately available funds are then in such accounts. In addition, the Borrower hereby irrevocably authorizes Lender, if and to the extent payment of any installment of principal, interest and/or fees hereunder and/or under the Note is not made when due, to charge against the Borrower's accounts, if any, with Lender, an amount equal to the amount thereof not paid when due. Any such payment or prepayment which is received by Lender in Dollars and in immediately available funds after 1 o'clock P.M. on a Business Day (12 o'clock P.M. on the last Business Day of each month) shall be deemed received for all purposes of this Agreement on the next succeeding Business Day except that solely for the purpose of determining whether a Default Condition exists, any such payment or prepayment if received by Lender prior to the close of Lender's business on a Business Day shall be deemed received on such Business Day. If the entire amount of any required principal and/or interest is not paid in full within ten (10) days after the same is due, Borrower shall pay to the Lender a late fee equal to five percent (5%) of the required payment.

Payments and Prepayments. (Aa) All Notwithstanding anything to the contrary set forth in this Agreement, each Loan shall be due and payable on the earlier of (i) 180 days after the Lender's funding thereof, or any portion (ii) the Termination Date. Borrower shall make each payment in respect of the unpaid principal balance of and interest on the Loans and any Variable Advance may be prepaid other payments due under this Agreement not later than 12:00 p.m. Chicago time on the day when due, in Dollars, to the Lender at any timethe Lender's office in Chicago, without premium or penalty of any kind. All or any portion of the unpaid principal balance of any LIBOR Advance may be prepaid at any time provided, however, that Borrower must also pay the Yield Maintenance Fee associated with that LIBOR Advance or portion of LIBOR Advance which is being prepaidIllinois in immediately available funds. (Bb) All payments and prepayments After the occurrence of principalan Event of Default resulting from failure to pay any Obligations hereunder, fees, interest and Lender may (but shall not be obligated to) debit the amount of any other amounts owed from such payment which is not made by such time to any ordinary deposit account of Borrower with Lender and shall give notice thereof to the Borrower, provided the failure to give such notice does not affect the validity of such debit. (c) Borrower shall, at the time of making such payment under this Agreement and/or or the Note, specify to the Lender the Loans or other amounts payable by Borrower hereunder to which such payment is to be applied. Absent receipt of such notice from the Borrower, the Lender may apply any payments received from the Borrower in any order or priority determined by the Lender in its sole discretion. (d) Each payment received by the Lender under this Agreement or the Note shall be made deemed paid to Lender at the address referred to in SECTION 8.07 in Dollars and in immediately available funds prior to 1:00 o'clock P.M. (12:00 o'clock P.M. on the last same Business Day of each month) receipt by Lender if received by 1:00 p.m. Chicago time, or otherwise on the next successive Business Day that Day, at the office of the Lender. (e) Except as otherwise provided in Section 2.10 hereof, any prepayment of the Obligations by Borrower shall be without premium or penalty, other than the imposition of the Default Rate of interest, where applicable. (f) The Lender shall render monthly statements of the Obligations owing by Borrower to the Lender, including statements of all principal, interest, and Out-of-Pocket Fees and Costs owing, and such payment is due provided that statements shall be prima facie evidence to be correct and accurate and constitute an account stated between the Borrower hereby authorizes and instructs the Lender to charge against unless, within thirty (30) days after receipt thereof by the Borrower, the Borrower shall deliver to the Lender, at the Lender's accountsplace of business indicated in Section 14 hereof, written objection thereto specifying the error or errors, if any, with Lender on each date on which a payment is due hereunder and under the Note an amount up contained in any such statement. Any balance credited to the principalBorrower's account, interest less monies remitted, paid or otherwise advanced by the Lender to or for the Borrower's account, and fees less any other sums due and payable to the Lender hereunder and under the Note and such charge as provided in this Agreement, shall be deemed payment hereunder and under the Note remitted to the extent that immediately available funds are then in such accounts. In addition, Borrower when all Obligations owed by the Borrower hereby irrevocably authorizes Lender, if and to the extent payment of any installment of principal, interest and/or fees hereunder and/or under the Note is not made when due, to charge against the Borrower's accounts, if any, with Lender, an amount equal to the amount thereof not paid when due. Any such payment or prepayment which is received by Lender in Dollars and in immediately available funds after 1 o'clock P.M. on a Business Day (12 o'clock P.M. on the last Business Day of each month) shall be deemed received for all purposes of this Agreement on the next succeeding Business Day except that solely for the purpose of determining whether a Default Condition exists, any such payment or prepayment if received by Lender prior to the close of Lender's business on a Business Day shall be deemed received on such Business Day. If the entire amount of any required principal and/or interest is not paid in full within ten (10) days after the same is due, Borrower shall pay to the Lender a late fee equal to five percent (5%) of the required paymenthave been paid in full.

Payments and Prepayments. (a) Repayment; Termination of Revolving Credit Commitments. ------------------------------------------------------ (A) All or any portion The Borrower shall repay to the Agent, for the account of the unpaid principal balance of any Variable Advance may be prepaid at any timeLenders, without premium or penalty of any kind. All or any portion ratably in accordance with their respective Pro Rata Shares of the unpaid outstanding Term Loans, the Term Loans in installments each equal to $2,625,000, commencing on March 31, 1997 and continuing on each Installment Payment Date thereafter to and including September 30, 2001, and the remaining principal balance amount thereof on the Maturity Date (such schedule of mandatory installment payments of the Term Loans being referred to herein as the "Term Loan Installment Payment Schedule"). Each such payment shall be applied first to the Senior Term Loans until the Senior Term Loans are paid in full, and then to the Mortgage Term Loans. Each Term Loan shall be paid in full on or prior to the Maturity Date. The principal amount of the Term Loans prepaid or repaid by the Borrower may not be re-borrowed. The Borrower shall, at all times during the period that any LIBOR Advance may be prepaid of the Term Loans remain outstanding, maintain Prime Rate Loans or Euro-Dollar Rate Loans with Interest Periods expiring on or before the next scheduled Installment Payment Date in an aggregate amount at any time provided, however, that Borrower must also pay least equal to the Yield Maintenance Fee associated with that LIBOR Advance or portion of LIBOR Advance which is being prepaidnext scheduled principal repayment thereof. (B) All payments and prepayments The Borrower shall prepay to the Agent, for the account of principalthe Revolving Credit Facility B Lender, feeseach Revolving Credit Facility B Loan that constitutes an Acquisition Advance in installments each equal to 5% of the original principal amount of such Acquisition Advance, interest and any other amounts owed from time to time under this Agreement and/or under the Note shall be made to Lender at the address referred to in SECTION 8.07 in Dollars and in immediately available funds prior to 1:00 o'clock P.M. (12:00 o'clock P.M. commencing on the last Business Day second Installment Payment Date to occur after the Funding Date of such Acquisition Advance and continuing on each monthInstallment Payment Date thereafter to and including September 30, 1999, and the remaining principal amount thereof on the Revolving Credit Facility B Termination Date. Any amount prepaid pursuant to this Section 2.05(a)(i)(B) on can, subject to the conditions and upon the terms hereof, be re-borrowed at any time up to and including the Business Day that next preceding the Revolving Credit Facility B Termination Date. (ii) The Revolving Credit Facility A Commitment shall expire without further action on the part of the Lenders on the earlier of (A) December 31, 2001 and (B) the date of termination of the Revolving Credit Facility A Commitment pursuant to Section 2.05(b)(v) or 2.05(c)(iii) or Section 7.02(a) or 7.02(b) hereof (such payment is due provided that earlier date being referred to herein as the Borrower hereby authorizes and instructs Lender to charge against the Borrower's accounts, if any, with Lender on each date on which a payment is due hereunder and under the Note an amount up to the principal, interest and fees due and payable to the Lender hereunder and under the Note and such charge "Revolving Credit Facility A Termination Date"). All outstanding Revolving Credit Facility A Loans shall be deemed payment hereunder and under the Note to the extent that immediately available funds are then in such accounts. In addition, the Borrower hereby irrevocably authorizes Lender, if and to the extent payment of any installment of principal, interest and/or fees hereunder and/or under the Note is not made when due, to charge against the Borrower's accounts, if any, with Lender, an amount equal to the amount thereof not paid when due. Any such payment or prepayment which is received by Lender in Dollars and in immediately available funds after 1 o'clock P.M. on a Business Day (12 o'clock P.M. on the last Business Day of each month) shall be deemed received for all purposes of this Agreement on the next succeeding Business Day except that solely for the purpose of determining whether a Default Condition exists, any such payment or prepayment if received by Lender prior to the close of Lender's business on a Business Day shall be deemed received on such Business Day. If the entire amount of any required principal and/or interest is not paid in full within ten (10) days after on the same is due, Borrower shall pay to the Lender a late fee equal to five percent (5%) of the required paymentRevolving Credit Facility A Termination Date.

Payments and Prepayments. (A) All or any portion of the unpaid principal balance of any Variable Advance may be prepaid at any time, without premium or penalty of any kind. All or any portion of the unpaid principal balance of any LIBOR Advance may be prepaid at any time provided, however, that Borrower must also pay the Yield Maintenance Fee associated with that LIBOR Advance or portion of LIBOR Advance which is being prepaid. (B) All payments and prepayments of principal, fees, interest and any other amounts owed from time to time under this Agreement and/or under the Note shall be made to Lender at the address referred to in SECTION 8.07 in Dollars and in immediately available funds prior to 1:00 o'clock P.M. (12:00 o'clock P.M. on the last Business Day of each month) on the Business Day that such payment is due provided that the Borrower hereby authorizes and instructs Lender to charge against the Borrower's accounts, if any, with Lender on each date on which a payment is due hereunder and under the Note an amount up to the principal, interest and fees due and payable to the Lender hereunder and under the Note OBLIGATIONS and such charge the LOAN DOCUMENTS shall be deemed payment hereunder and under the Note to the extent that immediately available funds are then in such accounts. In addition, the Borrower hereby irrevocably authorizes Lender, if and to the extent payment of any installment of principal, interest and/or fees hereunder and/or under the Note is not made when due, to charge against the Borrower's accounts, if any, with Lender, an amount equal to the amount thereof not paid when due. Any such payment or prepayment which is received by Lender in Dollars and in immediately available funds after 1 o'clock P.M. as contracted in this AGREEMENT and no later than the payment due dates set forth in this AGREEMENT or the applicable NOTES (and with regards to fees, the due dates set forth in the periodic statements mailed to BORROWER by ADMINISTRATIVE AGENT) or FEE LETTER. Should a payment come due on a Business Day day other than a BANKING DAY, then the payment shall be made no later than the next BANKING DAY and interest shall continue to accrue during the extended period. On the occasion of any prepayment of the CONSTRUCTION NOTES or all TERM NOTES in full as a result of refinancing with a lender other than FNBO, BORROWER will pay to ADMINISTRATIVE AGENT, for the account of the BANKS in accordance with their respective COMMITMENTS, a prepayment fee calculated as follows: If the prepayment occurs during the construction of the PROJECT or within the first three (12 o'clock P.M. 3) years of the TERM LOANS, a fee of two (2%) percent of the original amount or exposure of the LOANS. In the event that BORROWER pre-pays all of the FIXED RATE NOTES, BORROWER shall pay ADMINISTRATIVE AGENT a breakage fee sufficient to make BANKS whole for any expenses actually incurred by BANKS and/or ADMINISTRATIVE AGENT related to breaking fixed interest rates or contracted interest rates on the last Business Day of each month) shall be deemed received for all purposes of this Agreement on the next succeeding Business Day except that solely for the purpose of determining whether a Default Condition exists, SWAP CONTRACT and any such payment or prepayment if received by Lender prior to the close of Lender's business on a Business Day shall be deemed received on such Business Day. If the entire amount of any required principal and/or interest is not paid in full within ten (10) days after the same is due, Borrower shall pay to the Lender a late fee equal to five percent (5%) NEGATIVE TERMINATION VALUE of the required paymentSWAP CONTRACT arising out of such prepayment, which ADMINISTRATIVE AGENT shall apportion among the BANKS in accordance with their respective expenses actually incurred; provided, however, that no payment of EXCESS CASH FLOW shall result in any prepayment fee or interest breakage fee.

Payments and Prepayments. Fxxxxx Mac shall furnish to National Rural a Payment Notice within seven (A7) All days after the beginning of each Interest Period relating to such Interest Period. The principal amount of each Note shall be due and payable in full at the stated maturity date thereof (as set forth in Section 2.03 hereof), subject to National Rural’s right to prepay the Notes, in whole or in part, as provided below. Interest accrued on the outstanding principal amount of each Note for each Interest Period will be payable quarterly in arrears on the Interest Payment Date immediately following the last day of such Interest Period. National Rural shall have the right, at its option, on the last day of any AM Term, to repay or prepay the principal amount of any Note, in whole or in part, together with unpaid interest accrued on the principal amount so repaid or prepaid through and including such date, upon written notice to Fxxxxx Mac given by National Rural no later than on the seventh (7th) day prior to the end of such AM Term (or any portion substituted deadline specified in an Agreed Variance). If Fxxxxx Mac gives an Applicable Margin Notice by facsimile transmission so that it is received by National Rural on the AM Notice Date between 9:00 a.m. and noon New York time on such date, in accordance with Section 2.02(a)(iii) above (or in accordance with any Agreed Variance), and if Fxxxxx Mac does not receive written notice from National Rural of its acceptance of the unpaid principal balance terms contained in an Applicable Margin Notice, in the form of Schedule II hereto, at or prior to the time that is three (3) hours after National Rural’s receipt of such Applicable Margin Notice on such AM Notice Date (or at or prior to any Variable Advance may substituted deadline specified in an Agreed Variance), then that event shall be prepaid at any time, without premium deemed to be notice to Fxxxxx Mac of National Rural’s intent to repay or penalty of any kind. All or any portion prepay the Notes on the last day of the unpaid principal balance of any LIBOR Advance may be prepaid AM Term. In addition, National Rural shall have the right, at its option, at any time provided, however, that Borrower must also pay the Yield Maintenance Fee associated with that LIBOR Advance or portion of LIBOR Advance which is being prepaid. (B) All payments and prepayments of principal, fees, interest and any other amounts owed from time to time under this Agreement and/or under to repay or prepay the Note principal amount of any Note, in whole or in part, during any AM Term, upon nine (9) days prior written notice to Fxxxxx Mac, together with unpaid interest accrued on the principal amount so repaid or prepaid through and including (i) the last day of the immediately preceding Interest Period, if such optional repayment or prepayment is made on an Interest Payment Date, or (ii) the last day of the Interest Period in which such optional repayment or prepayment is made, if such optional repayment or prepayment is made on a date other than an Interest Payment Date. If the Notes are repaid or prepaid in full during an AM Term, such AM Term shall be made to Lender at terminate on the address referred to in SECTION 8.07 in Dollars and in immediately available funds prior to 1:00 o'clock P.M. date of such repayment or prepayment (12:00 o'clock P.M. if such date is an Interest Payment Date) or on the last Business Day day of each month) on the Business Day that then current Interest Period (if such payment prepayment or repayment is due provided that the Borrower hereby authorizes and instructs Lender to charge against the Borrower's accounts, if any, with Lender on each date on which a payment is due hereunder and under the Note an amount up to the principal, interest and fees due and payable to the Lender hereunder and under the Note and such charge shall be deemed payment hereunder and under the Note to the extent that immediately available funds are then in such accounts. In addition, the Borrower hereby irrevocably authorizes Lender, if and to the extent payment of any installment of principal, interest and/or fees hereunder and/or under the Note is not made when due, to charge against the Borrower's accounts, if any, with Lender, an amount equal to the amount thereof not paid when due. Any such payment or prepayment which is received by Lender in Dollars and in immediately available funds after 1 o'clock P.M. on a Business Day (12 o'clock P.M. on the last Business Day of each month) shall be deemed received for all purposes of this Agreement on the next succeeding Business Day except that solely for the purpose of determining whether a Default Condition exists, any such payment or prepayment if received by Lender prior to the close of Lender's business on a Business Day shall be deemed received on such Business Day. If the entire amount of any required principal and/or interest is not paid in full within ten (10) days after the same is due, Borrower shall pay to the Lender a late fee equal to five percent (5%) of the required paymentdate other than an Interest Payment Date).

Payments and Prepayments. (Aa) All or any portion Borrowers agree jointly and severally to repay the Loans and timely pay all other Obligations in accordance with the terms of this Agreement. The principal amount of the unpaid principal balance of any Variable Advance may Loans shall be prepaid at any time, without premium or penalty of any kinddue and payable on the Maturity Date. All payments made by Borrowers with respect to the Obligations shall be made without deduction, defense, setoff or any portion of counterclaim. All proceeds remitted to the unpaid principal balance of any LIBOR Advance may Lenders shall be prepaid at any time credited to the Obligations on the third Business Day following the day such proceeds were received; provided, however, that Borrower must also pay proceeds remitted to the Yield Maintenance Fee associated with that LIBOR Advance or portion of LIBOR Advance which is being prepaid. (B) All payments and prepayments of principal, fees, interest and any other amounts owed from time to time under this Agreement and/or under the Note Lenders by wire transfer shall be made credited to Lender at the address referred to in SECTION 8.07 in Dollars and in immediately available funds prior to 1:00 o'clock P.M. (12:00 o'clock P.M. Obligations on the last first Business Day following the day such proceeds were received. For the purpose of each month) calculating interest payable by Borrowers on the Business Day that such payment is due provided that the Borrower hereby authorizes and instructs Lender to charge against the Borrower's accountsObligations, if any, with Lender on each date on which a payment is due hereunder and under the Note an amount up to the principal, interest and fees due and payable to the Lender hereunder and under the Note and such charge shall be deemed payment hereunder and under the Note to the extent that immediately available all funds are then in such accounts. In addition, the Borrower hereby irrevocably authorizes Lender, if and to the extent payment of any installment of principal, interest and/or fees hereunder and/or under the Note is not made when due, to charge against the Borrower's accounts, if any, with Lender, an amount equal to the amount thereof not paid when due. Any such payment or prepayment which is received by Lender in Dollars and in immediately available funds after 1 o'clock P.M. on a Business Day (12 o'clock P.M. on the last Business Day of each month) shall be deemed received for all purposes on the first Business Day following the day such proceeds were received. (b) To the extent that the Term A Notes have already been issued with terms requiring payment of this Agreement the principal amount on a date different than the Maturity Date, the terms of the Term A Notes are hereby amended to conform to the provisions of Section 2.7(a). For the sake of clarity, the principal amount of the Term A Notes shall be due and payable on the Maturity Date. (c) Borrowers may, at any time upon not less than ten (10) Business Days prior notice to the Agent and the Lenders, prepay the Loans in whole or in part, at 100% of the principal amount so prepaid (including capitalized PIK interest thereon), plus accrued and unpaid interest on the Loans being prepaid, plus the prepayment premium set forth below (the "Prepayment Premium"): Date of Prepayment Prepayment Premium From and after the Closing Date until the day before the second Make-Whole Amount with respect to the principal anniversary of the Closing Date amount of the Loans prepaid From the second anniversary of the Closing Date to the day before 8.00% of the principal amount of the Loans prepaid, the third anniversary of the Closing Date including capitalized PIK interest thereon From the third anniversary of the Closing Date to July 14, 2010 4.00% of the principal amount of the Loans prepaid, including capitalized PIK interest thereon From July 15, 2010 to the Maturity Date No prepayment premium. Each such notice shall specify such prepayment date, the aggregate principal amount of the Loans to be prepaid on such date, the principal amount of each Loan owned by such Lender to be prepaid (determined in accordance with Section 2.7(d)), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by an Officer's Certificate of Vitesse as to the estimated Prepayment Premium due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. In respect of prepayments from and after the Closing Date until the day before the second anniversary of the Closing Date, two Business Days prior to such prepayment, the Borrower shall deliver to each Lender and the Agent an Officer's Certificate of Vitesse specifying the calculation of such Make-Whole Amount as of the specified prepayment date. (d) Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment may be made on the next succeeding Business Day except that solely for and such extension of time shall be included in the purpose computation of determining whether a Default Condition existsthe amount of interest or fees due hereunder. (e) With respect to all of the prepayments described above, any such prepayments shall be applied pro rata in payment or prepayment if received by Lender prior of Term Loan A and Term Loan B and shall be allocated among each Lender's portion of the Loans at the time outstanding in proportion, as nearly as practicable, to the close respective unpaid principal amounts thereof not theretofore called for prepayment. (f) If the Loans are accelerated for any reason, including, without limitation, because of Lender's business on default, sale, transfer or encumbrance (including by operation of law or otherwise) or if the Loans are repaid for any reason (including, without limitation, pursuant to a Business Day plan of reorganization or otherwise as part of any insolvency, bankruptcy or similar proceeding) following the occurrence of an Event of Default or otherwise and whether or not the Loans are accelerated, the Prepayment Premium above will also be due and payable as though said indebtedness was voluntarily prepaid and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of the Lenders' lost profits as a result thereof. The Prepayment Premium shall be deemed received on presumed to be the liquidated damages sustained by the Lenders as the result of the early termination and the Borrowers agree that it is reasonable under the circumstances currently existing. THE BORROWERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW WHICH PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (g) The Borrowers expressly agree that: (i) the Prepayment Premium provided for herein is reasonable; (ii) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrowers giving specific consideration in this transaction for such Business Dayagreement to pay the Prepayment Premium; and (iv) the Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. If The Borrowers expressly acknowledge that their agreement to pay the entire amount of any required principal and/or interest is not paid in full within ten (10) days after the same is due, Borrower shall pay Prepayment Premium to the Lender Lenders as herein described is a late fee equal material inducement to five percent (5%) of the required paymentLenders to make the Loans.

Payments and Prepayments. (Aa) All or The Trust shall repay the outstanding principal amount of any portion Refunding Loan to the extent of the unpaid amount of (i) any payment made by the Collateral Agent to the Banks pursuant to priority fourth under Section 2.01 of the Security Agreement, and (ii) proceeds from the issuance of Commercial Paper which are received by the Collateral Agent into the Collateral Account, and the outstanding principal balance amount of any Variable Advance may Refunding Loan shall be prepaid at any timerepaid as soon as such funds described in clauses (i) or (ii) above become available and in accordance with this Section 5.01(a). Pursuant to the terms of the Security Agreement, without premium or penalty distributions under Section 5.03 thereof are made subject to this Article V. The Trust shall promptly notify the Collateral Agent of the outstanding principal amount of any kind. All Refunding Loans and shall or any portion shall cause the Collateral Agent to promptly notify the Agent of the unpaid amounts available under clauses (i) and (ii) of the second preceding sentence, and the Trust shall instruct the Collateral Agent to make such payments to the Agent on each day in the amount equal to the lesser of (x) the sum of the amounts available under the aforementioned clauses (i) and (ii), and (y) the principal balance amount of Refunding Loans outstanding on such date. Subject to the obligation of the Trust to repay Refunding Loans as described above and subject to the conditions of Section 5.01(b), and provided that no Refunding Loan is outstanding, the Trust shall have the right (but not the obligation) to prepay the Loans of a Downgraded Bank or Non-Renewing Bank in whole or in part from any payment made by the Collateral Agent to the Trust pursuant to priority fourth under Section 5.03(b) of the Security Agreement, provided, however that no such prepayment shall be permitted if on the scheduled date thereof, after giving effect to all transactions to occur on such day, the sum of the Credits Outstanding on such day (minus the aggregate principal amount of outstanding Non-Pro Rata Revolving Loans on such day) plus the Interest Component on such day, would exceed the Facility Amount after such prepayment. (b) Prior to maturity of Pro Rata Revolving Loans, Non-Pro Rata Revolving Loans and Swingline Loans, as described in Sections 3.02(b), 3.02(f) and 3.03(d), respectively, and prior to a declaration of acceleration pursuant to Section 9.01, the Trust shall not be obligated (except as provided pursuant to Section 3.02(c) or as otherwise expressly provided herein) to prepay the Pro Rata Revolving Loans, the Non-Pro Rata Revolving Loans or the Swingline Loans. The Trust shall have the right (but not the obligation) to prepay the Loans in whole or ratably in part from time to time pursuant to this Section 5.01 on the following terms and conditions: (i) in the case of Euro-Dollar Loans, the Trust shall give the Agent at least three Euro-Dollar Business Days’ prior written notice or telephonic notice (confirmed in writing) of its intent to prepay Euro-Dollar Loans and the amount of such prepayment and the Types of Euro-Dollar Loans to be prepaid, which notice shall be irrevocable; (ii) in the case of Base Rate Loans, the Trust shall give the Agent written or telephonic notice (confirmed in writing) by 11:30 a.m. (New York City time) on any Business Day of its intent to prepay Base Rate Loans on such day and the amount of such prepayment; (iii) the Trust shall reimburse each Bank for any loss or expense incurred by it as a result of any LIBOR Advance may prepayment on any day other than the last day of an Interest Period, in accordance with Section 3.11; (iv) each prepayment shall be prepaid at any time in a principal amount of either $10,000,000 or an integral multiple of $5,000,000 in excess thereof or the outstanding principal amount of the Loan; and (v) all such prepayments shall be applied as provided in Section 5.02(a); provided, however, that Borrower must also pay the Yield Maintenance Fee associated with that LIBOR Advance or portion no partial prepayment of LIBOR Advance which is being prepaid. (B) All payments and prepayments of principal, fees, interest and any other amounts owed from time to time under this Agreement and/or under the Note Euro-Dollar Loan shall be made pursuant to Lender at this Section 5.01(b) if after giving effect thereto the address referred to in SECTION 8.07 in Dollars and in immediately available funds outstanding principal amount of such Euro-Dollar Loan would be less than $1,000,000; provided, further, that prior to 1:00 o'clock P.M. (12:00 o'clock P.M. on giving notice to the last Business Day Agent of each month) on its intention to prepay, the Business Day that such payment is due Trust shall have provided instructions to the Collateral Agent regarding the principal amount it intends to prepay and shall have cooperated with the Collateral Agent to ensure that the Borrower hereby authorizes and instructs Lender amounts ultimately remitted to charge against the Borrower's accounts, if any, with Lender on each date on which a payment is due hereunder and Trust under the Note an amount up Security Agreement to the principal, interest and fees due and payable to the Lender hereunder and under the Note and such charge shall be deemed payment hereunder and under the Note to the extent that immediately available funds are then in such accounts. In addition, the Borrower hereby irrevocably authorizes Lender, if and to the extent payment of any installment of principal, interest and/or fees hereunder and/or under the Note is not made when due, to charge against the Borrower's accounts, if any, with Lender, an amount equal to the amount thereof not paid when due. Any such payment or prepayment which is received by Lender in Dollars and in immediately available funds after 1 o'clock P.M. on a Business Day (12 o'clock P.M. on the last Business Day of each month) shall be deemed received for all purposes of this Agreement on the next succeeding Business Day except that solely used for the purpose prepayment of determining whether a Default Condition exists, Loans is consistent with such notice. The Agent shall promptly transmit any such payment or notice of prepayment if received by Lender prior to the close of Lender's business on a Business Day shall be deemed received on such Business Day. If the entire amount of any required principal and/or interest is not paid in full within ten (10) days after the same is due, Borrower shall pay to the Lender a late fee equal to five percent (5%) of the required paymenteach Bank.

Payments and Prepayments. (Aa) All or any portion Borrowers agree jointly and severally to repay the Loans and timely pay all other Obligations in accordance with the terms of this Agreement. The principal amount of the unpaid principal balance of any Variable Advance may Loans shall be prepaid at any time, without premium or penalty of any kinddue and payable on the Maturity Date. All payments made by Borrowers with respect to the Obligations shall be made without deduction, defense, setoff or any portion of counterclaim. All proceeds remitted to the unpaid principal balance of any LIBOR Advance may Lenders shall be prepaid at any time credited to the Obligations on the third Business Day following the day such proceeds were received; provided, however, that Borrower must also pay proceeds remitted to the Yield Maintenance Fee associated with that LIBOR Advance or portion of LIBOR Advance which is being prepaid. (B) All payments and prepayments of principal, fees, interest and any other amounts owed from time to time under this Agreement and/or under the Note Lenders by wire transfer shall be made credited to Lender at the address referred to in SECTION 8.07 in Dollars and in immediately available funds prior to 1:00 o'clock P.M. (12:00 o'clock P.M. Obligations on the last first Business Day following the day such proceeds were received. For the purpose of each month) calculating interest payable by Borrowers on the Business Day that such payment is due provided that the Borrower hereby authorizes and instructs Lender to charge against the Borrower's accountsObligations, if any, with Lender on each date on which a payment is due hereunder and under the Note an amount up to the principal, interest and fees due and payable to the Lender hereunder and under the Note and such charge shall be deemed payment hereunder and under the Note to the extent that immediately available all funds are then in such accounts. In addition, the Borrower hereby irrevocably authorizes Lender, if and to the extent payment of any installment of principal, interest and/or fees hereunder and/or under the Note is not made when due, to charge against the Borrower's accounts, if any, with Lender, an amount equal to the amount thereof not paid when due. Any such payment or prepayment which is received by Lender in Dollars and in immediately available funds after 1 o'clock P.M. on a Business Day (12 o'clock P.M. on the last Business Day of each month) shall be deemed received for all purposes on the first Business Day following the day such proceeds were received. (b) Borrowers may, at any time upon not less than ten (10) Business Days prior notice to the Agent and the Lenders, prepay the Loans in whole or in part, at 100% of this Agreement the principal amount so prepaid (including capitalized PIK interest thereon), plus accrued and unpaid interest on the Loans being prepaid, plus the prepayment premium set forth below (the "Prepayment Premium"): Date of Prepayment Prepayment Premium From and after the Closing Date until the day Make-Whole Amount with respect to the principal before the second anniversary of the Closing Date amount of the Loans prepaid From the second anniversary of the Closing Date 8.00% of the principal amount of the to the day before the third anniversary of the Loans prepaid, including capitalized Closing Date PIK interest thereon From the third anniversary of the Closing Date 4.00% of the principal amount of the Loans prepaid, to July 14, 2010 including capitalized PIK interest thereon Each such notice shall specify such prepayment date, the aggregate principal amount of the Loans to be prepaid on such date, the principal amount of each Loan owned by such Lender to be prepaid (determined in accordance with Section 2.7(d)), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by an Officer's Certificate of Vitesse as to the estimated Prepayment Premium due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. In respect of prepayments from and after the Closing Date until the day before the second anniversary of the Closing Date, two Business Days prior to such prepayment, the Borrower shall deliver to each Lender and the Agent an Officer's Certificate of Vitesse specifying the calculation of such Make-Whole Amount as of the specified prepayment date. (c) Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment may be made on the next succeeding Business Day except that solely for and such extension of time shall be included in the purpose computation of determining whether a Default Condition existsthe amount of interest or fees due hereunder. (d) With respect to all of the prepayments described above, any such prepayments shall be applied pro rata in payment or prepayment if received by Lender prior of Term Loan A and Term Loan B and shall be allocated among each Lender's portion of the Loans at the time outstanding in proportion, as nearly as practicable, to the close respective unpaid principal amounts thereof not theretofore called for prepayment. (e) If the Loans are accelerated for any reason, including, without limitation, because of Lender's business on default, sale, transfer or encumbrance (including by operation of law or otherwise) or if the Loans are repaid for any reason (including, without limitation, pursuant to a Business Day plan of reorganization or otherwise as part of any insolvency, bankruptcy or similar proceeding) following the occurrence of an Event of Default or otherwise and whether or not the Loans are accelerated, the Prepayment Premium above will also be due and payable as though said indebtedness was voluntarily prepaid and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of the Lenders' lost profits as a result thereof. The Prepayment Premium shall be deemed received on presumed to be the liquidated damages sustained by the Lenders as the result of the early termination and the Borrowers agree that it is reasona ble under the circumstances currently existing. THE BORROWERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW WHICH PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. (f) The Borrowers expressly agree that: (i) the Prepayment Premium provided for herein is reasonable; (ii) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrowers giving specific consideration in this transaction for such Business Dayagreement to pay the Prepayment Premium; and (iv) the Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. If The Borrowers expressly acknowledge that their agreement to pay the entire amount of any required principal and/or interest is not paid in full within ten (10) days after the same is due, Borrower shall pay Prepayment Premium to the Lender Lenders as herein described is a late fee equal material inducement to five percent (5%) of the required paymentLenders to make the Loans.

Payments and Prepayments. (A) All or any portion of the unpaid The aggregate outstanding principal balance of any Variable Advance may be prepaid the Revolving Loan shall not exceed at any time, without premium or penalty time the lesser of any kind. All or any portion (a) the Maximum Revolving Facility Amount minus the sum of the unpaid undrawn face amount of all Letters of Credit outstanding or (b) the amount of the Current Asset Base. The aggregate outstanding principal balance of any LIBOR Advance may be prepaid the Revolving Loan based on Inventory shall not at any time exceed the Inventory Sublimit. Borrower shall, if at any time any such excess shall arise, promptly pay to Lender such amount for application to the Liabilities as may be necessary to eliminate such excess. (B) Subject to the terms and conditions set forth in subsection 2.8, Borrower may terminate this Agreement and prepay the Liabilities in full during the Term, upon not less than thirty (30) Business Days' prior irrevocable written notice to Lender, provided that upon the effective date of such termination, Borrower shall pay Lender, as liquidated damages and compensation for the costs of being prepared to make funds available to Borrower under this Agreement, the amounts provided for under subsection 2.6(E). Borrower may from time to time make partial prepayments, without penalty or additional fee (except as provided in subsections 2.6(D), 2.6(E) or 2.6(G)), of the Revolving Loan; provided, however, Borrower may not reduce the Maximum Revolving Facility Amount. (C) Borrower may prepay all or part of the Term Loan upon at least thirty (30) Business Days' prior irrevocable written notice to Lender of the amount of the principal prepayment and the Business Day for prepayment, provided that upon the date for such prepayment, Borrower shall pay to Lender a Prepayment Fee in the amount required by subsection 2.6(D). Any such prepayments to the principal balance of the Term Loan shall be applied to reduce the regularly scheduled principal installments of the Term Note in the inverse order of their maturity. (D) In the event Borrower is permitted to sell or otherwise dispose of any Equipment pursuant to clause (ii) of subsection 8.6, Borrower shall forthwith after consummation of such sale or other disposition prepay, without payment of any Prepayment Fee, the Term Loan (or, if the Term Loan has been paid in full, the Additional Loan) by an amount equal to the proceeds from such sale, net of reasonable expenses and taxes incurred incidental to such sale; provided, however, that Borrower must also amounts used to pay any third party financing which was incurred to purchase the Yield Maintenance Fee associated with that LIBOR Advance or portion of LIBOR Advance Third Party Financed Equipment which is being prepaidso sold and the first $25,000 of aggregate net proceeds in each Fiscal Year from such sales shall not be treated as proceeds in determining the amount of any such prepayments. Any such prepayments of the Term Loan or the Additional Loan shall be applied to reduce the regularly scheduled principal installments of the Note evidencing such Loan in the inverse order of their maturity. (BE) All payments and prepayments On October 31, 1996, Borrower shall make a prepayment of principal, fees, interest and any other amounts owed from time to time under this Agreement and/or under the Note shall be made to Lender at the address referred to in SECTION 8.07 in Dollars and in immediately available funds prior to 1:00 o'clock P.M. (12:00 o'clock P.M. principal on the last Business Day of each month) on the Business Day that such payment is due provided that the Borrower hereby authorizes and instructs Lender to charge against the Borrower's accounts, if any, with Lender on each date on which a payment is due hereunder and under the Note an amount up to the principal, interest and fees due and payable to the Lender hereunder and under the Note and such charge shall be deemed payment hereunder and under the Note to the extent that immediately available funds are then Term Loan in such accounts. In addition, the Borrower hereby irrevocably authorizes Lender, if and to the extent payment of any installment of principal, interest and/or fees hereunder and/or under the Note is not made when due, to charge against the Borrower's accounts, if any, with Lender, an amount equal to $1,139,000, which prepayment shall be in addition to the amount thereof not paid when due. Any such payment or prepayment which is received by Lender in Dollars and in immediately available funds after 1 o'clock P.M. on a Business Day (12 o'clock P.M. other payments on the last Business Day of each month) Term Loan required to be made pursuant to this Agreement or the Term Note. No Prepayment Fee shall be deemed received for all purposes due and payable as a result of this Agreement on the next succeeding Business Day except that solely for the purpose of determining whether a Default Condition exists, any such payment or prepayment. Such prepayment if received by Lender prior to the close of Lender's business on a Business Day shall be deemed received on such Business Day. If applied to reduce the entire amount of any required regularly scheduled principal and/or interest is not paid in full within ten (10) days after the same is dueins On October 31, 1997, Borrower shall pay make a prepayment of principal on the Term Loan in an amount equal to $2,000,000, which prepayment shall be in addition to the Lender other payments on the Term Loan required to be made pursuant to this Agreement or the Term Note. No Prepayment Fee shall be due and payable as a late fee equal result of such prepayment. Such prepayment shall be applied to five percent (5%) reduce the regularly scheduled principal installments of the required paymentTerm Note in the inverse order of their maturity.

Payments and Prepayments. Except as otherwise expressly set forth herein, the Note will be repaid through reductions in principal and/or interest in amounts equal to (Ai) All []* discounted pricing on purchases by Amgen or any portion its Affiliates of the unpaid principal balance of any Variable Advance may be prepaid at any time, without premium Company’s products purchased pursuant to one or penalty of any kind. All or any portion more of the unpaid principal balance of any LIBOR Advance may be prepaid at any time providedLicense Agreements, howeverthe Development and Supply Agreement (as defined in the License Agreements), that Borrower must also pay the Yield Maintenance Fee associated with that LIBOR Advance or portion of LIBOR Advance which is being prepaid. otherwise, (Bii) All payments credits taken by Amgen or its Affiliates against development and prepayments of principal, fees, interest and any other amounts owed from time to time under this Agreement and/or under the Note shall be made to Lender at the address referred to in SECTION 8.07 in Dollars and in immediately available funds prior to 1:00 o'clock P.M. (12:00 o'clock P.M. on the last Business Day of each month) on the Business Day that such payment is due provided that the Borrower hereby authorizes and instructs Lender to charge against the Borrower's accountscustomization fees for devices, if anyapplicable, with Lender on each date on which a payment is due hereunder pursuant to one or more of the License Agreements, the Development and under the Note an amount up to the principalSupply Agreement, interest or otherwise and fees due and (iii) credits against per-unit royalties otherwise payable to the Lender hereunder Company pursuant to one or more of the License Agreements, the Development and under Supply Agreement, or otherwise for the Note manufacture and such charge shall be deemed payment hereunder and under sale of the Note to Company’s products. To the extent that immediately available funds are then more than one Note is outstanding, repayment shall be applied to the Notes in such accountsthe order of their issuance. In additionWithin 10 days after the Company has closed its financial books and records with respect to a month, the Borrower hereby irrevocably authorizes Lender, if and Company shall provide the Holder with a monthly statement with respect to such month indicating the calculation of any reduction in Principal or Interest pursuant to the extent payment preceding sentence and the Principal and Interest outstanding as of the close of such month after giving effect to any installment such reduction. On the Maturity Date and upon the surrender of principalthis Note, interest and/or fees hereunder and/or under the Note is not made when due, Company shall pay to charge against the Borrower's accounts, if any, with LenderHolder in cash, an amount equal to any remaining outstanding Principal (if any) and accrued and unpaid Interest thereon. The “Maturity Date” shall be February 22, 2023. The Company may prepay any portion of the outstanding Principal or any accrued and unpaid Interest on the terms and conditions set forth below. To prepay Holder any amount thereof not paid when due. Any such payment of outstanding Principal or prepayment which is received by Lender in Dollars accrued and in immediately available funds after 1 o'clock P.M. unpaid Interest (a “Prepayment Amount”) on a given date (a “Prepayment Date”), the Company shall transmit by facsimile (or otherwise deliver) to Holder, for receipt on or prior to 5:00 p.m., Eastern Time, on the twentieth (20th) Business Day (12 o'clock P.M. on the last Business Day of each month) shall be deemed received for all purposes of this Agreement on the next succeeding Business Day except that solely for the purpose of determining whether a Default Condition exists, any such payment or prepayment if received by Lender prior to the close proposed Prepayment Date, a notice of Lender's business prepayment (a “Prepayment Notice”) specifying the proposed Prepayment Amount and proposed Prepayment Date. If, within the fifteen (15) Business Days following receipt of a Prepayment Notice, Holder delivers to the Company a Conversion Notice, then the Prepayment Amount on a Business Day the applicable Prepayment Date shall be deemed received reduced by the Conversion Amount in such Conversion Notice (and, for the avoidance of doubt, if the Conversion Amount is greater than or equal to the Prepayment Amount, then no prepayment shall occur on the proposed Prepayment Date). Following any such Business Dayprepayment, Holder shall surrender this Note to a common carrier for delivery to the Company as soon as practicable on or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction). If the entire amount of any required principal and/or interest this Note is not paid in full within ten (10) days after the same is due, Borrower shall pay physically surrendered pursuant to the Lender foregoing sentence and the outstanding Principal and accrued and unpaid Interest of this Note is greater than the Prepayment Amount, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder a late fee equal new Note (in accordance with Section 12(d)). Notwithstanding the foregoing, the Holder and the Company may agree to five percent (5%) maintain records showing the portion of Principal and Interest prepaid and the applicable Prepayment Dates or use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon prepayment. In the event of a dispute in connection with a prepayment of this Note, the Company shall prepay to the Holder the portion of the required paymentproposed Prepayment Amount not in dispute and resolve such dispute in accordance with Section 17.