Common use of Non-Conforming Payments Clause in Contracts

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (other than principal and interest on Competitive Bid Loans which shall be paid to the Lender making such Loans) shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the time such funds become available funds. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is non-conforming. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding Business Day) at the applicable rate of interest per annum specified in Section 2.6(a) until the date such amount is paid in Dollars and in immediately available funds. (c) In the event that any payment hereunder becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day; provided that interest shall continue to accrue during the period of any such extension.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds funds, without setoff, deduction or counterclaim before 2:00 P.M. 10:00 A.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. The Agent shall promptly notify the Borrower of any such debit; however, failure to give such notice shall not affect the validity of such debit. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 P.M. on the date payment is due 10:00 A.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extensionextension and provided further, that in no event shall any such due date be extended beyond the Stated Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Revolving Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extensionextension and provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Agent maymay upon the request of the Borrower, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice Any non-conforming payment may, to the Authorized Representative and each extent provided in SECTION 10.1, become a Default or Event of the applicable Lenders (confirmed in writing) if any payment is non-conformingDefault. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided PROVIDED that interest shall continue to accrue during the period of any such extensionextension and PROVIDED further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such with respect to the Loans) , shall be made to the Administrative Agent Lender at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, Office in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Agent Lender may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative AgentLender. (b) The Administrative Agent Lender shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent Lender until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Note becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided PROVIDED that interest shall continue to accrue during the period of any such extensionextension and PROVIDED further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (other than principal and interest on Competitive Bid Loans which shall be paid to the Lender making such Loans) shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the time such funds become available funds. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is non-conforming. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding Business Day) at the applicable rate of interest per annum specified in Section 2.6(a2.3(a) until the date such amount is paid in Dollars and in immediately available funds. (c) In the event that any payment hereunder becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day; provided that interest shall continue to accrue during the period of any such extension.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to Lender with respect to the Lender making such Loans) , shall be made to the Administrative Agent Lender at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Agent Lender may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative AgentLender. (b) The Administrative Agent Lender shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent Lender until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to Any non-conforming payment may at the Authorized Representative and each option of the applicable Lenders (confirmed in writing) if any payment is non-conformingLender constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day; provided PROVIDED that interest shall continue to accrue during the period of any such extensionextension and PROVIDED further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Loans) Lenders with respect to the Term Loan, shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Borrowers shall give the Agent prior written notice of any such payment of principal prior to 11:00 A.M. on the date of such payment. The Agent may, at the election of the Borrowers, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of any of the Borrower Borrowers with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower Borrowers hereunder that is not made both (ai) in Dollars and in immediately available funds and (bii) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (A) the time such funds become available fundsfunds and (B) the next Business Day. Any non-conforming payment shall constitute a Default or Event of Default. The Administrative Agent shall give prompt telephonic or telefacsimile notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) Borrowers if any payment is a non-conformingconforming payment constitutes a Default or an Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes evidencing the Term Loan becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day; provided that interest shall continue to accrue during the period of any such extension.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (other than principal and interest on Competitive Bid Loans which shall be paid to the Lender making such Loans) shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the time such funds become available funds. The Administrative Agent shall give prompt telephonic written notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is non-conforming. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding Business Day) at the applicable rate of interest per annum specified in Section 2.6(a) until the date such amount is paid in Dollars and in immediately available funds. (c) In the event that any payment hereunder becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day; provided that interest shall continue to accrue during the period of any such extension.

Non-Conforming Payments. (a) Each payment of principal ----------------------- (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Revolving Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Borrower shall give the Agent three (3) Business Days prior written notice of any payment of principal of any Eurodollar Rate Loan and one (1) Business Day notice of any payment of a Base Rate Loan, such notice to be given prior to 10:00 A.M. and to specify (i) the date the payment will be made and (ii) the Loan to which payment relates. The Agent may, but shall not be obligated to, debit the amount of any such non-conforming payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall -------- continue to accrue during the period of any such extensionextension and provided further, -------- ------- that in no event shall any such due date be extended beyond the Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including ----------------------- any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Revolving Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 12:30 P.M. on the date such payment is due to be a non-non- conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the time first Business Day on which such funds become were available funds. The Administrative Agent shall give prompt telephonic notice prior to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is 12:30 P.M. Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-non- conforming payment is made until the first Business Day on which such funds become were available funds (but in no event less than the period from the date of such payment prior to the next succeeding Business Day) 12:30 P.M. at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest -------- shall continue to accrue during the period of any such extensionextension and provided -------- further, that in no event shall any such due date be extended beyond the ------- Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including ----------------------- any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Revolving Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars in the case of Revolving Loans made in Dollars and in the same Alternative Currency in the case of Revolving Loans made in Alternative Currencies, in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative applicable Borrower or Borrowers shall attempt to give the Agent mayone (1) Business Days' prior written notice of any payment of principal, but shall not such notice to be obligated togiven prior to 11:00 A.M. and to specify (i) the date the payment will be made and (ii) the Revolving Loan to which payment relates. The Agent shall, at the election of the applicable Borrower or Borrowers, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower Borrowers with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower Borrowers hereunder that is not made both (ai) in Dollars in the case of Revolving Loans made in Dollars and in the required Alternative Currency in the case of Revolving Loans made in Alternative Currencies in immediately available funds and (bii) prior to 2:00 12:30 P.M. on the date payment is due to be a non-non- conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default at the determination of the Agent; provided, that -------- no such non-conforming payment shall constitute an Event of Default unless the same would constitute an Event of Default in accordance with Section 11.1. The Administrative ------------ Agent shall give prompt telephonic or telefacsimile notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) Borrower or Borrowers if any payment is a non-conformingconforming payment constitutes a Default or an Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the -------- period of any such extensionextension and provided further, that in no event shall any ---------------- such due date be extended beyond the Stated Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars in the case of Loans made in Dollars and in the same Alternative Currency in the case of Loans made in Alternative Currencies, in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative applicable Borrower or Borrowers shall give the Agent one (1) Business Days' prior written notice of any payment of principal, such notice to be given prior to 11:00 A.M. and to specify (i) the date the payment will be made and (ii) the Loan to which payment relates. The Agent may, at the election of the applicable Borrower or Borrowers, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower Borrowers with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower Borrowers hereunder that is not made both (ai) in Dollars in the case of Loans made in Dollars and in the required Alternative Currency in the case of Loans made in Alternative Currencies in immediately available funds and (bii) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i)the time such funds become available fundsfunds and (ii)the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default at the determination of the Agent. The Administrative Agent shall give prompt telephonic or telefacsimile notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) Borrower or Borrowers if any payment is a non-conformingconforming payment constitutes a Default or an Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extensionextension and provided further, that in no event shall any such due date be extended beyond the Stated Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Revolving Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 3:00 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 3:00 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Revolving Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extensionextension and provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 P.M. 12:00 Noon on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 P.M. on the date payment is due 12:00 Noon to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Any non-conforming payment may, at the option of the Agent, constitute or become a Default or Event of Default provided, that, if the Agent shall give prompt telephonic notice determines such non-conforming payment to be a Default or Event of Default, the Agent will provide notification to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is non-conformingBorrower after such determination has been made. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extensionextension and provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date or Line of Credit Termination Date, as the case may be.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 P.M. 10:00 A.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. The Agent shall promptly notify the Borrower of any such debit; however, failure to give such notice shall not affect the validity of such debit. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 P.M. on the date payment is due 10:00 A.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extensionextension and provided further, that in no event shall any such due date be extended beyond the Bridge Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Revolving Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars in the case Loans made in Dollars and in the same Alternative Currency in the case of Loans made in Alternative Currencies, in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Borrower shall give the Agent one (1) Business Days prior written notice of any payment of principal, such notice to be given prior to 10:00 A.M. and to specify (i) the date the payment will be made and (ii) the Loan to which payment relates. The Agent may, at the election of the Borrower, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (ai) in Dollars in the case of Loans made in Dollars and in the required Alternative Currency in the case of Loans made in Alternative Currencies in immediately available funds and (bii) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. Any non-conforming payment may constitute or become a Default or Event of Default at the determination of the Agent. The Administrative Agent shall give prompt telephonic or telefacsimile notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) Borrower if any payment is a non-conformingconforming payment constitutes a Default or an Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extensionextension and provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to against any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided PROVIDED that interest shall continue to accrue during the period of any such extensionextension and PROVIDED further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 P.M. 10:00 A.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. The Agent shall promptly notify the Borrower of any such debit; however, failure to give such notice shall not affect the validity of such debit. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 P.M. on the date payment is due 10:00 A.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extensionextension and provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date or Line of Credit Termination Date, as the case may be.

Non-Conforming Payments. (a) NTS Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such with respect to the Loans) , shall be made to the Administrative Agent Lender at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, Office in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Agent Lender may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative AgentLender. (b) The Administrative Agent Lender shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent Lender until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Note becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided PROVIDED that interest shall continue to accrue during the period of any such extensionextension and PROVIDED further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Revolving Loans or Overadvance Facility Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, account or factoring account of the any Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower Borrowers hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default if receipt on the date determined by the preceding sentence would constitute a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Revolving Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day; provided that interest shall continue to accrue during the period of any such extensionextension and provided further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal ----------------------- (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Revolving Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 3:00 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 3:00 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Revolving Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period -------- of any such extensionextension and provided further, that in no event shall any such -------- due date be extended beyond the Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (other than principal and interest on Competitive Bid Loans which shall be paid to the Lender making such Loans) ), fees and any other amount required to be paid to the Lenders with respect to Loans shall be made to the Administrative Agent at the Principal Office, for the account of each Lender's applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the time such funds become available funds. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each Non-conforming payments may constitute or become a Default or Event of the applicable Lenders (confirmed in writing) if any payment is non-conformingDefault. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) at the applicable rate of interest per annum specified in Section 2.6(a) until the date such amount is paid in Dollars and in immediately available fundsDefault Rate. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extensionextension and PROVIDED further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Borrowers shall give the Agent prior written notice of any payment of principal, which notice shall specify (i) the date the payment will be made and (ii) the Loan to which payment relates and which notice shall be given prior to 11:00 A.M. (A) in the case of Eurodollar Rate Loans, on the third Business Day preceding the payment and (B) in the case of Base Rate Loans, on the date of such payment. The Agent may, at the election of the Borrowers, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of any of the Borrower Borrowers with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower Borrowers hereunder that is not made both (ai) in Dollars and in immediately available funds and (bii) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (A) the time such funds become available fundsfunds and (B) the next Business Day. Any non- conforming payment shall constitute a Default or Event of Default. The Administrative Agent shall give prompt telephonic or telefacsimile notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) Borrowers if any payment is a non-conformingconforming payment constitutes a Default or an Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extension.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Loans) Lenders with respect to the Term Loan, shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Borrowers shall give the Agent prior written notice of any such payment of principal, which notice shall specify (i) the date the payment will be made and (ii) the Segment to which payment relates and which notice shall be given prior to 11:00 A.M. (A) in the case of Eurodollar Rate Segments, on the third Business Day preceding the payment and (B) in the case of Base Rate Loans, on the date of such payment. The Agent may, at the election of the Borrowers, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of any of the Borrower Borrowers with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower Borrowers hereunder that is not made both (ai) in Dollars and in immediately available funds and (bii) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (A) the time such funds become available fundsfunds and (B) the next Business Day. Any non-conforming payment shall constitute a Default or Event of Default. The Administrative Agent shall give prompt telephonic or telefacsimile notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) Borrowers if any payment is a non-conformingconforming payment constitutes a Default or an Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Notes evidencing the Term Loan becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business Day; Day unless provided that interest shall continue to accrue during the period otherwise under clause (ii) of any such extension.the

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds funds, without setoff, recoupment, deduction or counterclaim before 2:00 P.M. 10:00 A.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. The Agent shall promptly notify the Borrower of any such debit; however, failure to give such notice shall not affect the validity of such debit. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 P.M. on the date payment is due 10:00 A.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue at the Default Rate on any principal as to which a non-conforming payment is made from the date such amount was due and payable until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) at the applicable rate of interest per annum specified in Section 2.6(a) until the date such amount is paid in Dollars and in immediately available funds. (c) In the event that any payment hereunder or under the Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extensionextension and provided further, that in no event shall any such due date be extended beyond the Stated Termination Date.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds funds, without setoff, deduction or counterclaim before 2:00 P.M. 10:00 A.M. on the date such payment is due. The Administrative Agent may, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. The Administrative Agent shall promptly notify the Borrower of any such debit; however, failure to give such notice shall not affect the validity of such debit. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 P.M. on the date payment is due 10:00 A.M. to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice to the Authorized Representative and each of the applicable Lenders (confirmed in writing) if any payment is Any non-conformingconforming payment may constitute or become a Default or Event of Default. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under the definition of "Interest Period"; provided that interest shall continue to accrue during the period of any such extensionextension and provided further, that in no event shall any such due date be extended beyond the Stated Termination Date or the Facility Extension Termination Date, as the case may be.

Non-Conforming Payments. (a) Each payment of principal (including any prepayment) and payment of interest (and fees, and any other than principal and interest on Competitive Bid Loans which shall amount required to be paid to the Lender making such Lenders with respect to the Revolving Loans) , shall be made to the Administrative Agent at the Principal Office, for the account of each applicable Lender’s Applicable Lending Office, in Dollars and in immediately available funds before 2:00 12:30 P.M. on the date such payment is due. The Administrative Agent maymay upon request of the Borrower, but shall not be obligated to, debit the amount of any such payment which is not made by such time to any ordinary deposit account, if any, of the Borrower with the Administrative Agent. (b) The Administrative Agent shall deem any payment made by or on behalf of the Borrower hereunder that is not made both (a) in Dollars and in immediately available funds and (b) prior to 2:00 12:30 P.M. on the date payment is due to be a non-conforming payment. Any such payment shall not be deemed to be received by the Administrative Agent until the later of (i) the time such funds become available fundsfunds and (ii) the next Business Day. The Administrative Agent shall give prompt telephonic notice Any non-conforming payment may, to the Authorized Representative and each extent provided in SECTION 11.1, become a Default or Event of the applicable Lenders (confirmed in writing) if any payment is non-conformingDefault. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until the later of (x) the date such funds become available funds or (but in no event less than the period from the date of such payment to y) the next succeeding Business Day) Day at the applicable rate of interest per annum specified in Section 2.6(a) until Default Rate from the date such amount is paid in Dollars was due and in immediately available fundspayable. (c) In the event that any payment hereunder or under the Revolving Notes becomes due and payable on a day other than a Business Day, then such due date shall be extended to the next succeeding Business DayDay unless provided otherwise under clause (ii) of the definition of "Interest Period"; provided PROVIDED that interest shall continue to accrue during the period of any such extensionextension and PROVIDED further, that in no event shall any such due date be extended beyond the Revolving Credit Termination Date.