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 (a) The Borrower shall make each payment required hereunder, under the Notes and under any Financing Document owing to be made by it hereunder any Lender Party, in full, and without condition or deduction for any counterclaim, defense, recoupment or setoff, not later than 2:00 p.m. (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 day when due, due in Dollars to the Administrative Agent at the Administrative Agent’s Account in immediately available funds, without set off or counterclaim. Any amounts with payments being received by the Administrative Agent after such time on any date may, in the discretion of the Administrative Agent, be being 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)Day. The Administrative Agent shall distribute any such payments received will promptly thereafter cause like funds to be distributed (i) if the payment by it (or for the account of any other Person to of) the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that Borrower 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 respect of principal, interest, commitment fees or any other Obligation then payable hereunder and other amounts then due by under the Credit Notes to more than one Lender Party, to such Lender Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full for the account 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, their respective Applicable Lending Offices ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts such respective Obligations then due by the Credit Parties payable to such parties. Except Lender Parties and (ii) if such payment is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for 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 its Applicable Lending Office, in each case to be applied in accordance with the respective unpaid principal amounts terms of this Agreement; provided, that with respect to any prepayment, if any Lender is a Defaulting Lender at the time of any such prepayment, such prepayment of the Loans Advances shall, if the Administrative Agent so directs at the time of making such prepayment, be applied to the Advances of other Lenders as if such Defaulting Lender had no Advances outstanding and the outstanding Advances of such Class held by them and Defaulting Lender were zero until such time as the proportion (iiexpressed as a fraction) 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 principal amount outstanding of interest on such Loans then due and payable all Advances owed to each Lender (including Defaulting Lenders) is equal to the respective LendersPro Rata Share of such Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(e), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments Generally; Pro Rata Treatment. Each (a) The Borrower shall make each payment required to be made by it hereunder and under the Notes, regardless of any right of counterclaim or setoff, not later than 11:00 a.m. (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 day when due, due in Dollars to the Administrative Agent at the Administrative Agent’s Account in immediately available funds, without set off or counterclaim. Any amounts with payments being received by the Administrative Agent after such time on any date may, in the discretion of the Administrative Agent, be being 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)Day. The Administrative Agent shall distribute will promptly thereafter cause like funds to be distributed (i) if such payment by (or for the account of) the Borrower is in respect of principal, interest or any other Obligation then payable hereunder and under the Notes to more than one Lender, to such payments received by it Lenders 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, their respective Applicable Lending Offices ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts such respective Obligations then due by the Credit Parties payable to such parties. Except Lenders and (ii) if such payment by (or for the account of) the Borrower is in respect of any Obligation then payable hereunder to one Lender, to such Lender for 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 its Applicable Lending Office, in each case to be applied in accordance with the respective unpaid principal amounts terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the Loans information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date of such Class held by them Assignment and (ii) each payment of interest on Tranche A-1 Term Loans Acceptance, the Administrative Agent shall make all payments hereunder and Tranche A-2 Term Loans shall be made for account under the Notes in respect of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable assigned thereby to the respective LendersLender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

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 (other than any amounts expressly stated herein or in the Fee Letter to be payable to GSMC, 0 Xxxxx Xxxxxxxxx Xxxxxxwhich payments shall be made by the Company to GSMC). 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, Xxx Xxxxthe Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, XX 00000interest or other amounts to the Issuing Bank. Promptly after any such payment, 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 other amounts (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 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 required hereunder, under the Notes and under any Financing Document owing to be made by it hereunder any Lender Party, in full, and without condition or deduction for any counterclaim, defense, recoupment or setoff, not later than 2:00 p.m. (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 day when due, due in Dollars to the Administrative Agent at the Administrative Agent’s Account in immediately available funds, without set off or counterclaim. Any amounts with payments being received by the Administrative Agent after such time on any date may, in the discretion of the Administrative Agent, be being 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)Day. The Administrative Agent shall distribute any such payments received will promptly thereafter cause like funds to be distributed (i) if the payment by it (or for the account of any other Person to of) the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that Borrower 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 respect of principal, interest, commitment fees or any other Obligation then payable hereunder and other amounts then due by under the Credit Notes to more than one Lender Party, to such Lender Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full for the account 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, their respective Applicable Lending Offices ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts such respective Obligations then due by the Credit Parties payable to such parties. Except Lender Parties and (ii) if such payment is in respect of any Obligation then payable hereunder to one Lender 44 AESC Credit Agreement Party, to such Lender Party for 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 its Applicable Lending Office, in each case to be applied in accordance with the respective unpaid principal amounts terms of this Agreement; provided, that with respect to any optional or mandatory prepayment, if any Lender is a Defaulting Lender at the time of any such prepayment, such prepayment of the Loans Advances shall, if the Administrative Agent so directs at the time of making such prepayment, be applied to the Advances of other Lenders as if such Defaulting Lender had no Advances outstanding and the outstanding Advances of such Class held by them and Defaulting Lender were zero until such time as the proportion (iiexpressed as a fraction) 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 principal amount outstanding of interest on such Loans then due and payable all Advances owed to each Lender (including Defaulting Lenders) is equal to the respective LendersPro Rata Share of such Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(e), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments Generally; Pro Rata Treatment. Each (a) The Borrower shall make each payment required hereunder, under the Notes and under any Financing Document owing to be made by it hereunder any Lender Party, in full, and without condition or deduction for any counterclaim, defense, recoupment or setoff, not later than 12:00 noon (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 day when due, due in Dollars to the Administrative Agent at the Administrative Agent’s Account in immediately available funds, without set off or counterclaim. Any amounts with payments being received by the Administrative Agent after such time on any date may, in the discretion of the Administrative Agent, be being 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)Day. The Administrative Agent shall distribute any such payments received will promptly thereafter cause like funds to be distributed (i) if the payment by it (or for the account of any other Person to of) the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that Borrower 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 respect of principal, interest, commitment fees or any other Obligation then payable hereunder and other amounts then due by under the Credit Notes to more than one Lender Party, to such Lender Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full for the account 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, their respective Applicable Lending Offices ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts such respective Obligations then due by the Credit Parties payable to such parties. Except Lender Parties and (ii) if such payment is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for 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 its Applicable Lending Office, in each case to be applied in accordance with the respective unpaid principal amounts terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the Loans information contained therein in the Register pursuant to Section 8.07(e), from and after the effective date of such Class held by them Assignment and (ii) each payment of interest on Tranche A-1 Term Loans Acceptance, the Administrative Agent shall make all payments hereunder and Tranche A-2 Term Loans shall be made for account under the Notes in respect of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable assigned thereby to the respective LendersLender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

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 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. Each (a) The Borrower shall make each payment required hereunder, under the Notes and under any Financing Document owing to be made by it hereunder any Lender Party, in full, and without condition or deduction for any counterclaim, defense, recoupment or setoff, not later than 2:00 p.m. (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 day when due, due in Dollars to the Administrative Agent at the Administrative Agent’s Account in immediately available funds, without set off or counterclaim. Any amounts with payments being received by the Administrative Agent after such time on any date may, in the discretion of the Administrative Agent, be being 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)Day. The Administrative Agent shall distribute any such payments received will promptly thereafter cause like funds to be distributed (i) if the payment by it (or for the account of any other Person to of) the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that Borrower 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 respect of principal, interest, commitment fees or any other Obligation then payable hereunder and other amounts then due by under the Credit Notes, to such Lender Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full for the account 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, their respective Applicable Lending Offices ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts such respective Obligations then due by the Credit Parties payable to such parties. Except Lender Parties and (ii) if such payment is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for 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 its Applicable Lending Office, in each case to be applied in accordance with the respective unpaid principal amounts terms of this Agreement; provided, that with respect to any optional or mandatory prepayment, if any Lender is a Defaulting Lender at the time of any such prepayment, such prepayment of the Loans Advances shall, if the Administrative Agent so directs at the time of making such prepayment, be applied to the Advances of other Lenders as if such Defaulting Lender had no Advances outstanding and the outstanding Advances of such Class held by them and Defaulting Lender were zero until such time as the proportion (iiexpressed as a fraction) 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 principal amount outstanding of interest on such Loans then due and payable all Advances owed to each Lender (including Defaulting Lenders) is equal to the respective LendersPro Rata Share of such Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(e), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

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.

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. 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 (i) The Borrower shall make each payment required hereunder, under the Notes and under any Financing Document owing to be made by it hereunder any Lender Party, in full, and without condition or deduction for any counterclaim, defense, recoupment or setoff, not later than 2:00 pm (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 day when due, due in Dollars to the Administrative Agent at the Administrative Agent’s Account in immediately available funds, without set off or counterclaim. Any amounts with payments being received by the Administrative Agent after such time on any date may, in the discretion of the Administrative Agent, be being 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)Day. The Administrative Agent shall distribute any such payments received will promptly thereafter cause like funds to be distributed (i) if the payment by it (or for the 50 AESC Amended and Restated Credit Agreement account of any other Person to of) the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that Borrower 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 respect of principal, interest, commitment fees or any other Obligation then payable hereunder and other amounts then due by under the Credit Notes to more than one Lender Party, to such Lender Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full for the account 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, their respective Applicable Lending Offices ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts such respective Obligations then due by the Credit Parties payable to such parties. Except Lender Parties and (ii) if such payment is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for 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 its Applicable Lending Office, in each case to be applied in accordance with the respective unpaid principal amounts terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the Loans information contained therein in the Register pursuant to Section 8.07(e), from and after the effective date of such Class held by them Assignment and (ii) each payment of interest on Tranche A-1 Term Loans Acceptance, the Administrative Agent shall make all payments hereunder and Tranche A-2 Term Loans shall be made for account under the Notes in respect of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable assigned thereby to the respective LendersLender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Payments Generally; Pro Rata Treatment. Each (a) The Borrower shall make each payment required hereunder, under the Notes and under any Financing Document owing to be made by it hereunder any Lender Party, in full, and without condition or deduction for any counterclaim, defense, recoupment or setoff, not later than 12:00 noon (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 day when due, due in Dollars to the Administrative Agent at the Administrative Agent's Account in immediately available funds, without set off or counterclaim. Any amounts with payments being received by the Administrative Agent after such time on any date may, in the discretion of the Administrative Agent, be being 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)Day. The Administrative Agent shall distribute any such payments received will promptly thereafter cause like funds to be distributed (i) if the payment by it (or for the account of any other Person to of) the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that Borrower 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 respect of principal, interest, commitment fees or any other Obligation then payable hereunder and other amounts then due by under the Credit Notes to more than one Lender Party, to such Lender Parties hereunder or under any Operative Document, such funds shall be applied, first, towards payment in full for the account 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, their respective Applicable Lending Offices ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts such respective Obligations then due by the Credit Parties payable to such parties. Except Lender Parties and (ii) if such payment is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for 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 its Applicable Lending Office, in each case to be applied in accordance with the respective unpaid principal amounts terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the Loans information contained therein in the Register pursuant to Section 8.07(e), from and after the effective date of such Class held by them Assignment and (ii) each payment of interest on Tranche A-1 Term Loans Acceptance, the Administrative Agent shall make all payments hereunder and Tranche A-2 Term Loans shall be made for account under the Notes in respect of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable assigned thereby to the respective LendersLender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

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 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. 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 (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, interest or fees, fees or of amounts payable under Sections 2.12Section 2.7, 2.15 Section 2.8 or 2.16, Section 2.9 or otherwise) 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 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 the Payment Office, 0 Xxxxx Xxxxxxxxx Xxxxxxexcept that payments pursuant to Section 2.14, 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 Section 2.15 and Section 8.3 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 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 made payable for the period of such paymentextension. All payments hereunder 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, interest and fees and other amounts then due by the Credit Parties hereunder or under any Operative Documenthereunder, such funds shall be applied, applied first, towards payment in full of all amounts due interest 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 Documenthereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, interest and fees and other amounts then due by the Credit Parties to such parties. Except to the extent otherwise provided herein: (i) each , and second, towards payment or prepayment of principal of Tranche A-1 Term Loans and Tranche A-2 Term Loans shall be made for account of then due hereunder, ratably among 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 parties entitled thereto in accordance with the amounts of principal then due to such parties. (c) If any Lender shall obtain payment in respect of any principal of or interest on any of its Loans that would result in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant, other than to the Borrower or any Subsidiary or affiliate thereof (as to which the provisions of this paragraph shall apply). (d) 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 date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount or amounts due. In such event, if the Borrower has not in fact made such payment, then the Lenders severally agree to repay to the Administrative Agent forthwith on demand the amount so distributed to the Lenders 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 Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.5(a), Section 2.17(d), or Section 8.3(d), 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. (f) Each Lender agrees that, so long as the Loans are deemed to be Tier 2 Capital, other than due to the limitation imposed by the second sentence of 12 C.F.R. Part 325, App. A(I)(A)(2)(e), such Lender waives its right to exercise any set-off or other right to appropriate and to apply any deposits or other assets of the Borrower at any time held by such Lender against or on account of any of the Loans owing hereunder or owing under a Subordinated Term Note to such Lender. Section 2.18. Mitigation of Obligations; Replacement of Lenders (a) If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable credit judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment. (b) If (1) any Lender requests compensation under Section 2.14, or (2) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or (3) any Lender suspends its obligations to make or maintain Eurodollar Loans pursuant to Section 2.13 (provided, that this clause (3) shall not apply if the Required Lenders have suspended their respective obligations to make or maintain Eurodollar Loans pursuant to Section 2.13), or (4) any Lender that is not the Administrative Agent does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained and that requires the consent of all Lenders, then the Borrower may, at its sole cost and expense, upon notice to any such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 8.4(b)) all of its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such assigning Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the respective Lendersassignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction or elimination of such compensation or payments. A a Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of an irrevocable waiver by such Lender, the circumstances entitling the Borrower to require such assignment and delegation ceases to apply. Section 2.19.