Common use of Payments Generally; Pro Rata Treatment Clause in Contracts

Payments Generally; Pro Rata Treatment. Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, or fees, or of amounts payable under Sections 2.12, 2.15 or 2.16, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent c/o Merrill Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673), (Continental Airlines, Inc. clearing account number A/C 000-00-000, ABA number 021-001-033), with written notice to Xxxxxxx Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673). The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and such extension of time shall be included in computing interest, if any, in connection with such payment. All payments hereunder shall be made in Dollars. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full of all amounts due and payable by the Credit Parties to the Administrative Agent pursuant to the Operative Documents (including, without limitation, Section 9.05), and second, towards payment of interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due by the Credit Parties to such parties. Except to the extent otherwise provided herein: (i) each payment or prepayment of principal of Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them and (ii) each payment of interest on Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders.

Payments Generally; Pro Rata Treatment. Each Borrower (a) The Company shall make each payment required to be made by it hereunder (whether of principal, interest, or fees, reimbursement of LC Disbursements or of any amounts payable under Sections 2.12Section 2.13, 2.15 2.14 or 2.162.15, or otherwise) prior to 12:00 noonNoon, New York City time, on the date when due, due in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent c/o Merrill Xxxxx Mortgage Capital Inc.to be credited to the Administrative 37 Xxxxxxx-Xxxxxxxx Company | Credit Agreement Agent’s Account. All payments made by the Company to the Administrative Agent or the Issuing Bank as provided herein or in any Note shall be deemed received by the Lenders or the Issuing Bank for all purposes as between the Lenders or the Issuing Bank and the Company. With respect to payments to be made to the Issuing Bank, 0 Xxxxx Xxxxxxxxx Xxxxxxthe Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, Xxx Xxxxinterest or Facility Fees to the Issuing Bank. Promptly after any such payment, XX 00000, Attention the Issuing Bank or the Administrative Agent (as the case may be) will cause to be distributed like funds relating to the payment of Xxxx Xxxxx principal or interest or Facility Fees (Telecopier No.: 212-449-6673other than amounts payable pursuant to Sections 2.04(f), 2.13, 2.14, 2.15 or 9.03) (Continental Airlinesaccording to the Lenders’ respective Commitments) to the Lenders for the account of their respective lending offices, Inc. clearing and like funds relating to the payment of any other amount payable to any Lender to the Administrative Agent, and the Administrative Agent then shall cause like funds to be distributed to such Lender for the account number A/C 000-00-000of its applicable lending office, ABA number 021-001-033), in each case to be applied in accordance with written notice to Xxxxxxx Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention the terms of Xxxx Xxxxx (Telecopier No.: 212-449-6673)this Agreement or any Note. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and such extension and, in the case of time any payment accruing interest, interest thereon shall be included payable for the period of such extension; provided, however, that in computing interestthe event that the Maturity Date shall be on a day that is not a Business Day, if any, in connection with such paymentany payment due on the Maturity Date shall be due on the immediately preceding Business Day. All payments hereunder shall be made in Dollars. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full of all amounts due and payable by the Credit Parties to the Administrative Agent pursuant to the Operative Documents (including, without limitation, Section 9.05), and second, towards payment of interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due by the Credit Parties to such parties. Except to the extent otherwise provided herein: (i) each payment or prepayment of principal of Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them and (ii) each payment of interest on Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lendersdollars.

Payments Generally; Pro Rata Treatment. Each Borrower (a) The Company shall make or cause to be made each payment required to be made by it hereunder (whether principal of principalor interest on the Term Loan, interest, or fees, or of amounts payable under Sections 2.12, 2.15 or 2.16, Article VIII or otherwise) prior or under any other Credit Document (except to 12:00 noonthe extent otherwise provided therein) not later than 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent c/o Merrill Xxxxx Mortgage Capital Inc.at its Payment Account, 0 Xxxxx Xxxxxxxxx Xxxxxxexcept as otherwise expressly provided in the relevant Credit Document, Xxx Xxxx, XX 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673), (Continental Airlines, Inc. clearing account number A/C 000-00-000, ABA number 021-001-033), with written notice and except that payments pursuant to Xxxxxxx Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673)Section 10.03 and Article VIII shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business DayDay and, and such extension in the case of time any payment accruing interest, interest thereon shall be included in computing interest, if any, in connection with payable for the period of such paymentextension. All payments hereunder or under any other Credit Document shall be made in Dollars. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, principal of or interest on the Term Loan and fees and other amounts then due by the Credit Parties hereunder or under any Operative Documenthereunder, such funds shall be applied, applied (i) first, towards payment to pay interest and fees then due hereunder in full respect of all the Term Loan (as applicable), pro rata among the Banks in accordance with the amounts of interest and fees then due and payable by the Credit Parties to the Administrative Agent pursuant Banks, and (ii) second, to pay such principal in respect of the Term Loans (as applicable) then due hereunder, pro rata among the Banks in accordance with the amounts of principal of the Term Loan then due to the Operative Documents Banks. (c) Except to the extent otherwise provided herein (including, without limitation, Section 9.05), and second, towards payment of interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due by the Credit Parties to such parties. Except to the extent otherwise provided herein: clause (e) hereof): (i) each payment or prepayment of principal in respect of Tranche A-1 Term Loans and Tranche A-2 the Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them and Banks (ii) each payment of interest on Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders other than Defaulting Banks), pro rata in accordance with the amounts of interest on such Loans principal of the Term Loan then due and payable to the respective Lenders.Banks (other than Defaulting

Payments Generally; Pro Rata Treatment. Sharing of Set-offs. (a) Each Borrower shall make each payment required to be -------------------- made by it hereunder or under any other Credit Document (whether of principal, interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.12Section 2.16, 2.15 2.17 or 2.162.18, or otherwise) prior to the time expressly required hereunder or under such other Credit Document for such payment (or, if no such time is expressly required, prior to 12:00 noon, New York City time), on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Applicable Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Applicable Agent c/o Merrill Xxxxx Mortgage Capital Inc.at its Payment Office, 0 Xxxxx Xxxxxxxxx Xxxxxxexcept payments to be made directly to the Letter of Credit Issuer or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.16, Xxx Xxxx2.17, XX 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673), (Continental Airlines, Inc. clearing account number A/C 000-00-000, ABA number 021-001-033), with written notice 2.18 and 9.07 shall be made directly to Xxxxxxx Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673)the Persons entitled thereto and payments pursuant to other Credit Documents shall be made to the Persons specified therein. The Administrative Applicable Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder under any Credit Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and such extension and, in the case of time any payment accruing interest, interest thereon shall be included in computing interest, if any, in connection with payable for the period of such paymentextension. All payments hereunder of principal or interest in respect of any Loan or amounts owing in respect of any B/A Drawing (or of any breakage indemnity in respect of any Loan or B/A Drawing) shall be made in Dollars. If at any time insufficient funds are received by the currency of such Loan or B/A Drawing; all other payments hereunder and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and under each other amounts then due by the Credit Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full of all amounts due and payable by the Credit Parties to the Administrative Agent pursuant to the Operative Documents (including, without limitation, Section 9.05), and second, towards payment of interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due by the Credit Parties to such parties. Except to the extent otherwise provided herein: (i) each payment or prepayment of principal of Tranche A-1 Term Loans and Tranche A-2 Term Loans Document shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them and (ii) each payment of interest on Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective LendersUS Dollars, except as otherwise expressly provided herein.

Payments Generally; Pro Rata Treatment. Each (a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or fees, or reimbursement of amounts payable under Sections 2.12, 2.15 Section 2.12 or 2.162.13, or otherwise) prior to 12:00 noon1:00 p.m., New York City time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the reasonable discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent c/o Merrill Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673)pursuant to wire instructions to be provided by the Administrative Agent, (Continental Airlinesexcept that payments pursuant to Sections 2.12, Inc. clearing account number A/C 000-00-000, ABA number 021-001-033), with written notice 2.13 and 10.04 shall be made directly to Xxxxxxx Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673)the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business DayDay (and, and such extension in the case of time any payment accruing interest, interest thereon shall be included in computing interestpayable for the period of such extension), if anyunless, in connection with the case of scheduled payments of interest and principal, such paymentnext succeeding Business Day would fall in the next calendar month, in which case the date for payment shall be the next preceding Business Day. All payments hereunder shall be made in U.S. Dollars. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts Obligations then due by the Credit Parties hereunder or under any Operative Documenthereunder, such funds shall be applied, applied (i) first, towards payment in full of all amounts Fees and expenses then due under Sections 2.16(b) and 10.04 payable by the Credit Parties to the Administrative Agent pursuant to the Operative Documents Agent, (including, without limitation, Section 9.05), and ii) second, towards payment of interest, fees Fees and other amounts expenses then due by under Section 2.16(b), and 10.04 payable to the Credit Parties hereunder or under any Operative DocumentLenders and towards payment of interest then due on account of the Loans, ratably among the parties entitled thereto in accordance with the amounts of interest, fees such Fees and other amounts expenses and interest then due by the Credit Parties to such parties. Except parties and (iii) third, towards payment of (A) principal of the Loans, (B) any Designated Banking Product Obligations then due, to the extent otherwise provided herein: (i) each payment or prepayment of principal of Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them and (ii) each payment of interest on Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders.Designated Banking Product Obligations constitute “Obligations”

Payments Generally; Pro Rata Treatment. Each 52 (a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, or feesthe Applicable Premium, or if any, the reimbursement of amounts payable under Sections 2.12, 2.15 or 2.16, or otherwisehereunder) prior to 12:00 noon1:00 p.m., New York City time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, but shall not be obligated to, in the reasonable discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent c/o Merrill at its offices at 00 Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673)pursuant to wire instructions to be provided by the Administrative Agent, (Continental Airlines, Inc. clearing account number A/C 000-00-000, ABA number 021-001-033), with written notice except that payments pursuant to Xxxxxxx Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673)Section 10.04 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business DayDay (and, and such extension in the case of time any payment accruing interest, interest thereon shall be included in computing interestpayable for the period of such extension), if anyunless, in connection with the case of scheduled payments of interest and principal, such paymentnext succeeding Business Day would fall in the next calendar month, in which case the date for payment shall be the next preceding Business Day. All payments hereunder shall be made in U.S. Dollars. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts Obligations then due by the Credit Parties hereunder or under any Operative Documenthereunder, such funds shall be applied, applied (i) first, towards payment in full of all amounts expenses then due under Sections 2.17 and 10.04 payable by the Credit Parties to the Administrative Agent pursuant to the Operative Documents Agent, (including, without limitation, Section 9.05), and ii) second, towards payment of interest, fees and other amounts expenses then due by under Section 2.17, and 10.04 payable to the Credit Parties hereunder or under any Operative DocumentLenders and towards payment of interest then due on account of the Loans, ratably among the parties entitled thereto in accordance with the amounts of interest, fees such expenses and other amounts interest then due by the Credit Parties to such parties. Except to the extent otherwise provided herein: parties and (iiii) each third, towards payment or prepayment of principal of Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them and (ii) each payment of interest on Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of ratably among the relevant Lenders pro rata parties entitled thereto in accordance with the amounts of interest principal then due to such parties. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such Loans then due date in accordance herewith and payable may, in reliance upon such assumption, distribute to the respective Lenders.Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (d) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(a), 2.03(b), 8.04 or 10.04(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 53 (e)

Payments Generally; Pro Rata Treatment. Each Borrower (a) The Company shall make each payment required to be made by it hereunder (whether of principal, interest, or fees, reimbursement of LC Disbursements or of any amounts payable under Sections 2.12Section 2.13, 2.15 2.14 or 2.162.15, or otherwise) prior to 12:00 noonNoon, New York City time, on the date when due, due in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent c/o Merrill Xxxxx Mortgage Capital Inc.to be credited to the Administrative Agent’s Account. All payments made by the Company to the Administrative Agent or the Issuing Bank as provided herein or in any Note shall be deemed received by the Lenders or the Issuing Bank for all purposes as between the Lenders or the Issuing Bank and the Company. With respect to payments to be made to the Issuing Bank, 0 Xxxxx Xxxxxxxxx Xxxxxxthe Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, Xxx Xxxxinterest or Facility Fees to the Issuing Bank. Promptly after any such payment, XX 00000, Attention the Issuing Bank or the Administrative Agent (as the case may be) will cause to be distributed like funds relating to the payment of Xxxx Xxxxx principal or interest or Facility Fees (Telecopier No.: 212-449-6673other than amounts payable pursuant to Sections 2.04(f), 2.13, 2.14, 2.15 or 9.03) (Continental Airlinesaccording to the Lenders’ respective Commitments) to the Lenders for the account of their respective lending offices, Inc. clearing and like funds relating to the payment of any other amount payable to any Lender to the Administrative Agent, and the Administrative Agent then shall cause like funds to be distributed to such Lender for the account number A/C 000-00-000of its applicable lending office, ABA number 021-001-033), in each case to be applied in accordance with written notice to Xxxxxxx Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention the terms of Xxxx Xxxxx (Telecopier No.: 212-449-6673)this Agreement or any Note. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and such extension and, in the case of time any payment accruing interest, interest thereon shall be included payable for the period of such extension; provided, however, that in computing interestthe event that the Maturity Date shall be on a day that is not a Business Day, if any, in connection with such paymentany payment due on the Maturity Date shall be due on the immediately preceding Business Day. All payments hereunder shall be made in Dollars. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full of all amounts due and payable by the Credit Parties to the Administrative Agent pursuant to the Operative Documents (including, without limitation, Section 9.05), and second, towards payment of interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due by the Credit Parties to such parties. Except to the extent otherwise provided herein: (i) each payment or prepayment of principal of Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them and (ii) each payment of interest on Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lendersdollars.

Payments Generally; Pro Rata Treatment. Sharing of -------------------------------------------------- Setoffs. (a) Each Borrower shall make each payment required to be made by it -------- hereunder or under any other Loan Document (whether of principal, interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.12Section 2.15, 2.15 2.16 or 2.162.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 12:00 noon, New York City timetime or, in the case of an amount payable in a Foreign Currency, 12:00 noon local time at the place of payment), on the date when due, in immediately available funds, without set off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent c/o Merrill Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000Xxx Xxxx (or as otherwise instructed by the Administrative Agent in the case of amounts payable in a Foreign Currency or, Attention in the case of payments made with respect to Tranche A-2 Term Borrowings, at its offices at Xxxxx Xxxx Xxxxx (Telecopier No.: 212-449-6673Xxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxx), (Continental Airlinesexcept payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, Inc. clearing account number A/C 000-00-0002.16, ABA number 021-001-033), with written notice 2.17 and 10.03 shall be made directly to Xxxxxxx Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxx Xxxxx (Telecopier No.: 212-449-6673)the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and such extension and, in the case of time any payment accruing interest, interest thereon shall be included payable for the period of such extension. Subject to Section 9.01 and except as otherwise provided in computing interestparagraphs (e) and (h) of Section 2.05 and in Section 2.16, if any, all payments made by or on behalf of any Borrower under each Loan Document of any principal or interest in connection with respect of any Loan or LC Disbursement shall be made in the currency of such payment. All Loan or LC Disbursement; all other payments hereunder under each Loan Document shall be made in Dollars. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full of all amounts due and payable by the Credit Parties to the Administrative Agent pursuant to the Operative Documents (including, without limitation, Section 9.05), and second, towards payment of interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due by the Credit Parties to such parties. Except to the extent otherwise provided herein: (i) each payment or prepayment of principal of Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them and (ii) each payment of interest on Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders.

Payments Generally; Pro Rata Treatment. Each Borrower (a) The Company shall make each payment required to be made by it hereunder (whether of principal, interest, or fees, reimbursement of LC Disbursements or of any amounts payable under Sections 2.12Section 2.13, 2.15 2.14 or 2.162.15, or otherwise) prior to 12:00 noonNoon, New York City time, on the date when due, due in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Paying Agent to be credited to the Paying Agent’s Account. All payments made by the Company to the Paying Agent as provided herein or in any Note shall be deemed received by the Lenders or the Issuing Bank for all purposes as between the Lenders or the Issuing Bank and the Company. The Administrative Agent c/o Merrill Xxxxx Mortgage Capital Inc.shall notify the Paying Agent in advance of each such expected payment. The Paying Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, 0 Xxxxx Xxxxxxxxx Xxxxxxinterest or Facility Fees to the Administrative Agent or, Xxx Xxxxwith respect to payments to be made to the Issuing Bank, XX 00000the Issuing Bank, Attention and the Administrative Agent or the Issuing Bank (as the case may be) will promptly after any such payment cause to be distributed like funds relating to the payment of Xxxx Xxxxx principal or interest or Facility Fees (Telecopier No.: 212-449-6673other than amounts payable pursuant to Section 2.04(f), 2.13, 2.14, 2.15 or 8.03(a), (Continental Airlinesb) or (c)) (according to the Lenders’ respective Commitments) to the Lenders for the account of their respective lending offices, Inc. clearing and like funds relating to the payment of any other amount payable to any Lender to the Administrative Agent, and the Administrative Agent then shall cause like funds to be distributed to such Lender for the account number A/C 000-00-000of its applicable lending office, ABA number 021-001-033), in each case to be applied in accordance with written notice to Xxxxxxx Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention the terms of Xxxx Xxxxx (Telecopier No.: 212-449-6673)this Agreement or any Note. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and such extension and, in the case of time any payment accruing interest, interest thereon shall be included in computing interest, if any, in connection with payable for the period of such paymentextension. All payments hereunder shall be made in Dollars. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full of all amounts due and payable by the Credit Parties to the Administrative Agent pursuant to the Operative Documents (including, without limitation, Section 9.05), and second, towards payment of interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due by the Credit Parties to such parties. Except to the extent otherwise provided herein: (i) each payment or prepayment of principal of Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them and (ii) each payment of interest on Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lendersdollars.

Payments Generally; Pro Rata Treatment. Each Borrower (a) The Company shall make each payment required to be made by it hereunder (whether of principal, interest, or fees, reimbursement of LC Disbursements or of any amounts payable under Sections 2.1242 Xxxxxxx-Xxxxxxxx Company | Credit Agreement Section 2.13, 2.15 2.14 or 2.162.15, or otherwise) prior to 12:00 noonNoon, New York City time, on the date when due, due in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent c/o Merrill Xxxxx Mortgage Capital Inc.to be credited to the Administrative Agent’s Account. All payments made by the Company to the Administrative Agent or the Issuing Bank as provided herein or in any Note shall be deemed received by the Lenders or the Issuing Bank for all purposes as between the Lenders or the Issuing Bank and the Company. With respect to payments to be made to the Issuing Bank, 0 Xxxxx Xxxxxxxxx Xxxxxxthe Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, Xxx Xxxxinterest or Facility Fees to the Issuing Bank. Promptly after any such payment, XX 00000, Attention the Issuing Bank or the Administrative Agent (as the case may be) will cause to be distributed like funds relating to the payment of Xxxx Xxxxx principal or interest or Facility Fees (Telecopier No.: 212-449-6673other than amounts payable pursuant to Sections 2.04(f), 2.13, 2.14, 2.15 or 9.03) (Continental Airlinesaccording to the Lenders’ respective Commitments) to the Lenders for the account of their respective lending offices, Inc. clearing and like funds relating to the payment of any other amount payable to any Lender to the Administrative Agent, and the Administrative Agent then shall cause like funds to be distributed to such Lender for the account number A/C 000-00-000of its applicable lending office, ABA number 021-001-033), in each case to be applied in accordance with written notice to Xxxxxxx Xxxxx Mortgage Capital Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention the terms of Xxxx Xxxxx (Telecopier No.: 212-449-6673)this Agreement or any Note. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and such extension and, in the case of time any payment accruing interest, interest thereon shall be included payable for the period of such extension; provided, however, that in computing interestthe event that the Maturity Date shall be on a day that is not a Business Day, if any, in connection with such paymentany payment due on the Maturity Date shall be due on the immediately preceding Business Day. All payments hereunder shall be made in Dollars. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full of all amounts due and payable by the Credit Parties to the Administrative Agent pursuant to the Operative Documents (including, without limitation, Section 9.05), and second, towards payment of interest, fees and other amounts then due by the Credit Parties hereunder or under any Operative Document, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due by the Credit Parties to such parties. Except to the extent otherwise provided herein: (i) each payment or prepayment of principal of Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them and (ii) each payment of interest on Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lendersdollars.