Common use of General Procedures Clause in Contracts

General Procedures. Borrower will make each payment which it owes under the Loan Documents to Lender, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on the Lender Schedule. When Lender collects or receives money on account of the Obligations, Lender shall distribute all money so collected or received, and Lender shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender under Section 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonBoston, Texas Massachusetts time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonNew York, Texas New York time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender other than as provided in Section 3.9, Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of AmericaStates, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon12:00 noon, HoustonDenver, Texas Colorado time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Administrative Agent on the Lender Lenders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then then, for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) then then, for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower Company will make each payment which it owes under the Loan Note Documents to LenderAdministrative Agent for the account of the Person to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon10:00 a.m., HoustonNew York, Texas New York time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Note Document under which such payment is due. Each payment under a Loan Note Document shall be due and payable at the place set forth for Lender Administrative Agent on the Lender Holders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and Lender each Holder Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 10.4 7.9 or 12.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Holder Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Note Documents (other than principal of the Loans) if so specified by BorrowerCompany; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 2.6. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Holder Party then owed Obligations described in such subsection in proportion to all amounts owed to all Holder Parties which are described in such subsection; provided that if any Holder then owes payments to Administrative Agent under Section 11.4, any amounts otherwise distributable under this section to such Holder shall be deemed to belong to Administrative Agent to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Holder.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Agent not later than 12 o’clock Noon11:00 a.m., Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Agent on the Lender ScheduleSchedule 3.1 hereto. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Bank Party to whom such payment is owed. Each such payment must be received by Agent not later than 11:00 a.m., New York, New York time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and Lender each Bank Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Bank Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. US Borrower will make each payment which it owes under the US Loan Documents to LenderUS Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender US Agent not later than 12 o’clock Noon11:00 a.m., HoustonDallas, Texas time, on the date such payment becomes due and payable. Any payment received by Lender US Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the US Loan Document under which such payment is due. Each payment under a US Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of US Agent's US Note. When Lender US Agent collects or receives money on account of the US Obligations, Lender US Agent shall distribute all money so collected or received by 2:00 p.m. Dallas, Texas time on the Business Day received, if received by 11:00 a.m. Dallas, Texas time, otherwise on the day of deemed receipt, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all US Obligations which are then due (and if such money is insufficient to pay all such US Obligations, first to any reimbursements due to Lender US Agent under Section 10.4 6.9 or 10.4, then to any reimbursement due any other Lender Party under Section 10.4, and then to the partial payment of all other US Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the US Loan Documents (other than principal of on the LoansUS Notes) if so specified by US Borrower; (c) then for the prepayment of principal of on the LoansUS Notes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other US Obligations. .1. All payments applied to principal distributions of amounts described in any of subsections (b), (c) or interest on the Note (d) above shall be applied first made by US Agent pro rata to each Lender Party then owed US Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any interest Lender then due and payableowes payments to US LC Issuer for the purchase of a participation under Section 2.3(b) or to US Agent under Section 9.9, then any amounts otherwise distributable under this section to principal then due and payablesuch Lender shall be deemed to belong to US LC Issuer, or US Agent, respectively, to the extent of such unpaid payments, and last US Agent shall apply such amounts to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of Lender to whom such payment is owed. Each such payment must be received by Administrative Agent not later than noon, New York time, on the date such payment becomes due and payable, in lawful money of the United States of AmericaStates, without set-offset‑off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place provided therein and, if no specific place of payment is provided, shall be due and payable as set forth for Lender Administrative Agent on the Lender Lenders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall promptly distribute all money so collected or received, and each Lender (or Lender Counterparty, in the case of Lender Hedging Obligations) shall apply all such money so distributed, distributed as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent or Collateral Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note any Loan shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 2.7. Except as otherwise set forth above, all distributions of amounts described in any of the subsections above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender Party then owes payments to LC Issuer for the purchase of a participation under Section 2.13(c) or to Administrative Agent under Section 10.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender Party.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of Lender to whom such payment is owed. Each such payment must be received by Administrative Agent not later than noon, New York time, on the date such payment becomes due and payable, in lawful money of the United States of AmericaStates, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place provided therein and, if no specific place of payment is provided, shall be due and payable as set forth for Lender Administrative Agent on the Lender Lenders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall promptly distribute all money so collected or received, and each Lender (or Lender Counterparty, in the case of Lender Hedging Obligations) shall apply all such money so distributed, distributed as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent or Collateral Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note any Loan shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 2.7. Except as otherwise set forth above, all distributions of amounts described in any of the subsections above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender Party then owes payments to LC Issuer for the purchase of a participation under Section 2.13(c) or to Administrative Agent under Section 10.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender Party.

General Procedures. Unless otherwise expressly provided in a Loan Document, Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent at its New York office (in accordance with the then effective wire instructions provided by Administrative Agent to Borrower) for the account of the Lender Party to whom such payment is owed. Each such payment must be received by Administrative Agent not later than 12:00 noon, New York City time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction (except for any deduction for Taxes as described in Section 3.6(a)) or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will may in the Administrative Agent’s discretion be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth provided therein and, if no specific place of payment is provided, shall be due and payable at the place of payment of Administrative Agent’s New York office or as otherwise directed by Administrative Agent. Administrative Agent shall promptly remit in same day funds to each Lender Party its share, if any, of such payments received by Administrative Agent for Lender on the Lender Schedule. When Lender collects or receives money on account of such Lender Party. Administrative Agent may, and upon direction of the Required Lenders shall, apply all amounts received pursuant to any exercise of remedies under the Loan Documents (including from proceeds of collateral securing the Obligations, Lender shall distribute all money so collected ) or received, and Lender shall apply all such money so distributed, under applicable law upon receipt thereof to the Obligations as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all fees and expenses of Administrative Agent and its counsel which are then due until such amounts are paid in full (and, to the extent such amounts received are proceeds from the foreclosure or other sale of real property, for the payment of all fees and expenses of the trustee, if applicable); (b) then for the payment of all other Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then until such amounts are paid in full, second to the partial payment of all interest on the Loans then due on a pro rata basis until such amounts are paid in full, third to the payment of all principal on the Loans and Reimbursement Obligations or cash collateralization in respect of Letters of Credit and all Obligations owing to an Approved Counterparty under a Secured Hedging Contract, on a pro rata basis until such amounts are paid in full, and fourth to the payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of until such amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrowerare paid in full; (c) then for the prepayment of principal of the Loansany other Obligations, together with accrued and unpaid interest on the principal so prepaidif any until such amounts are paid in full; and (d) last, for to the payment Borrower or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment Person as directed by a court of principal and interest in compliance with Section 2.6 and Section 2.7competent jurisdiction.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Bank Party to whom such payment is owed. Each such payment must be received by Agent not later than 11:00 a.m., Dallas, Texas time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and Lender each Bank Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due under the Loan Documents (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Bank Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on obligations secured by the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7Security Documents.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Lender Party to whom such payment is owed. Each such payment must be received by Agent not later than 12:00 noon, New York City time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all fees and expenses of Agent and its counsel which are then due; (b) then for the payment of all other Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then second to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (bc) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (cd) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (de) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Lender Party to whom such payment is owed. Each such payment must be received by Agent not later than 12:00 noon, New York City time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent’s Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all fees and expenses of Agent and its counsel which are then due; (b) then for the payment of all other Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then second to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (bc) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (cd) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (de) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Bank Party to whom such payment is owed. Each such payment must be received by Agent not later than 9:00 a.m., Los Angeles, California time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and Lender each Bank Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Bank Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Unless otherwise expressly provided in a Loan Document, Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent at its New York office (in accordance with the then effective wire instructions provided by Administrative Agent to Borrower) for the account of the Lender Party to whom such payment is owed. Each such payment must be received by Administrative Agent not later than 12:00 noon, New York City time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction (except for any deduction for Taxes as described in Section 3.3(a)) or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth provided therein and, if no specific place of payment is provided, shall be due and payable at the place of payment of Administrative Agent’s New York office or as otherwise directed by Administrative Agent. Administrative Agent shall promptly remit in same day funds to each Lender Party its share, if any, of such payments received by Administrative Agent for Lender on the Lender Schedule. When Lender collects or receives money on account of such Lender Party. Administrative Agent may, subject to the Intercreditor Agreement and the Collateral Trust Agreement, and upon direction of the Required Lenders shall, apply all amounts received pursuant to any exercise of remedies under the Loan Documents (including from proceeds of collateral securing the Obligations, Lender shall distribute all money so collected ) or received, and Lender shall apply all such money so distributed, under applicable law upon receipt thereof to the Obligations as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all fees and expenses of Administrative Agent and its counsel which are then due until such amounts are paid in full (and, to the extent such amounts received are proceeds from the foreclosure or other sale of real property, for the payment of all fees and expenses of the trustee, if applicable); (b) then for the payment of all other Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 10.4 and then until such amounts are paid in full, second to the partial payment of all interest on the Loans then due on a pro rata basis until such amounts are paid in full, third to the payment of all principal on the Loans on a pro rata basis until such amounts are paid in full, and fourth to the payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of until such amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrowerare paid in full; (c) then for the prepayment of principal of the Loansany other Obligations, together with accrued and unpaid interest on the principal so prepaidif any until such amounts are paid in full; and (d) last, for to the payment Borrower or prepayment of any other ObligationsPerson as directed by a court of competent jurisdiction. All payments applied to principal or interest on the Note any Loan shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 Sections 2.4 and Section 2.72.5. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection (or subclause thereof) in proportion to all amounts owed to all Lender Parties which are described in such subsection (or subclause thereof).

General Procedures. Borrower will make each payment which it owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonBoston, Texas Massachusetts time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender other than as provided in Section 3.9, Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.principal

General Procedures. Borrower will make each payment which it owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, (unless otherwise expressly provided in this Agreement), without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon12:00 noon, Houston, Texas New York City time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agents under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid, and then held as LC Collateral pursuant to Section 2.11(c); and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.5 and 2.6, as applicable. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Lender Patty then owed Obligations described in such subsection in prxxxxxion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.6 2.9(c) or to Agents under Section 9.5, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Agents, respectively, to the extent of such unpaid payments, and Section 2.7Agents shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender. Notwithstanding anything to the contrary contained herein, at anytime when Borrower shall repay or prepay principal of Loans, such repayment or prepayment shall be applied to the Loans.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Bank Party to whom such payment is owed. Each such payment must be received by Agent not later than 1:00 p.m., New York, New York time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and Lender each Bank Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Bank Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Unless otherwise expressly provided in a Loan Document, Borrower will make each payment which it owes under the Loan Documents to LenderAgent at its New York office (in accordance with the then effective wire instructions provided by Agent to Borrower) for the account of the Lender Party to whom such payment is owed. Each such payment must be received by Agent not later than 12:00 noon, New York City time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction (except for any deduction for Taxes as described in Section 3.6(a)) or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth provided therein and, if no specific place of payment is provided, shall be due and payable at the place of payment of Agent’s New York office or as otherwise directed by Agent. Agent shall promptly remit in same day funds to each Lender Party its share, if any, of such payments received by Agent for Lender on the Lender Schedule. When Lender collects or receives money on account of such Lender Party. Agent may, and upon direction of the Required Lenders shall, apply all amounts received pursuant to any exercise of remedies under the Loan Documents (including from proceeds of collateral securing the Obligations, Lender shall distribute all money so collected ) or received, and Lender shall apply all such money so distributed, under applicable law upon receipt thereof to the Obligations as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all fees and expenses of Agent and its counsel which are then due; (b) then for the payment of all other Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 10.4 and then 6.9 or 10.4, second to the partial payment of all interest on the Loans then due on a pro rata basis, third to the payment of all principal on the Loans and Reimbursement Obligations or cash collateralization in respect of Letters of Credit and all reasonably calculated net credit exposure of any Lender Party under a Hedging Contract with any Restricted Person then due, on a pro rata basis, and fourth to the payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) then for the prepayment of principal of the on any remaining Loans, if any, together with accrued and unpaid interest on the principal so prepaid; and; (d) last, then for the payment or prepayment of any other Obligations. All payments applied , if any; and (e) last, to principal the Borrower or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment other Person as directed by a court of principal and interest in compliance with Section 2.6 and Section 2.7competent jurisdiction.

General Procedures. Borrower will make each payment which it owes under (a) Each Restricted Person shall pay all amounts owing by such Restricted Person with respect to any Obligations (whether for principal, interest, fees, or otherwise) to Administrative Agent for the Loan Documents to Lender, in lawful money account of the United States of AmericaLender Party to whom such payment is owed in Dollars, without set-offcondition or deduction for any counterclaim, deduction defense, recoupment or counterclaimsetoff, and in immediately available funds. Each If any payment is received on account of any Obligation in any currency other than Dollars (whether voluntarily or pursuant to any order or judgment or the enforcement thereof or the realization of any security or the liquidation of any Person or otherwise howsoever), such payment shall constitute a discharge of the liability of a Restricted Person hereunder and under the other Loan Documents in respect of such Obligation only to the extent of the amount of Dollars which the relevant Lender Parties are able to purchase with the amount of the other currency received by it on the Business Day next following such receipt by Administrative Agent in accordance with its normal procedures and after deducting any premium and costs of exchange. Each payment under the Loan Documents must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonNew York, Texas time, New York time on the date such payment becomes due and payable, unless otherwise expressly provided herein. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document to a Lender Party shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Schedule. place of payment of Administrative Agent’s Note. (b) When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (ai) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (bii) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (ciii) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (div) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.8 and 2.9, as applicable. All distributions of amounts described in any of subsections (ii), (iii), or (iv) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to Administrative Agent under Section 2.6 9.10, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to Administrative Agent to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender. (c) Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the appropriate Lenders the amount due. In such event, if Borrower has not in fact made such payment, then each of such Lenders severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds 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 Administrative Agent at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of Administrative Agent to any Lender with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon11:00 a.m., HoustonDenver, Texas Colorado time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Administrative Agent on the Lender Lenders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as the Lender Parties shall otherwise agree); (b) then second, for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then third, for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 2.6. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to Administrative Agent under Section 10.4(b), any amounts otherwise distributable under this section to such Lender shall be deemed to belong to Administrative Agent to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which that it owes under the Loan Documents to LenderAdministrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon, Houston, Texas time, 12:00 (noon) on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Administrative Agent on the Lender Lenders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows distributed (except as otherwise provided in Section 9.3): (a8.3) first, for the payment of all Obligations which that are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section Sections 2.6 and 2.7. All distributions of amounts described above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations in proportion to all amounts owed to all Lender Parties; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.72.11(c) or to Administrative Agent under Section 10.4(c), any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer, or Administrative Agent, respectively, to the extent of such unpaid payments, and Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon1:00 p.m., HoustonWayzata, Texas Minnesota time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on the Lender Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.24 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Agent not later than 12 o’clock Noon11:00 a.m., HoustonNew York, Texas New York time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Sections 2.7 and 2.8. All distributions of amounts described in any of subsections (b), (c), or (d) above shall be made by Agent pro rata to Agent and each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to Agent for the purchase of a participation under Section 2.6 2.13(c) hereof, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer, or Agent, respectively, to the extent of such unpaid payments, and Section 2.7Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which that it owes under the Loan Credit Documents to Lender, the Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, without set-off, deduction or counterclaim, counterclaim and in immediately available funds. Each such payment must be received by Lender the Administrative Agent not later than 12 o’clock Noonnoon, HoustonNew York, Texas New York time, on the date such payment becomes due and payable. Any payment received by Lender the Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Credit Document under which such payment is due. Each payment under a Loan Credit Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of the Notes. When Lender the Administrative Agent collects or receives money on account of the Obligations, Lender the Administrative Agent shall distribute all money so collected or received, received and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (ai) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to such Lender Party under Section 10.4 8(b) or Section 8(l) and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as the Lender Party shall otherwise agree); (bii) then for the prepayment of amounts owing under the Loan Credit Documents (other than principal of on the LoansNotes) if so specified by Borrowerthe Borrower Representative; (ciii) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaidprepaid and then held as L/C Collateral pursuant to Section 2(l)(iii); and (div) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, payable and last to any prepayment of principal and interest in compliance with Section 2.6 2(f) and Section 2.72(g). All distributions of amounts described in any of subsections (ii), (iii) or (iv) above shall be made by the Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided, however, that if any Lender then owes payments to L/C Issuer for the purchase of a participation under Section 2(j)(iii) or to the Administrative Agent hereunder, any amounts otherwise distributable under this Section to such Lender shall be deemed to belong to L/C Issuer or the Administrative Agent, respectively, to the extent of such unpaid payments, and the Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which ------------------ it owes under the Loan Documents to LenderAgent for the account of the Lender to whom such payment is owed. Each such payment must be received by Agent not later than 11:00 a.m., New York, New York time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 10.4 C.8 of Annex C of this Agreement or Section 9.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Lenders shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Each Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Bank to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Agent not later than 12 o’clock Noon11:00 a.m., Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent’s Notes. When Lender Agent collects or receives money on account of the ObligationsIndebtedness, Lender Agent shall distribute all money so collected or received, and Lender each Bank shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations Indebtedness which are then due (and if such money is insufficient to pay all such ObligationsIndebtedness, first to any reimbursements due to Lender Agent under Section 10.4 8.5 and then to the partial payment of all other Obligations Indebtedness then due in proportion to the amounts thereof, or as Lender the Banks shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by BorrowerBorrowers; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other ObligationsIndebtedness. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Sections 2.4. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Agent pro rata to each Bank then owed Indebtedness described in such subsection in proportion to all amounts owed to all Bank which are described in such subsection; provided that if any Bank then owes payments to Agent under Section 2.6 7.5, any amounts otherwise distributable under this section to such Bank shall be deemed to belong to Agent, to the extent of such unpaid payments, and Section 2.7Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Bank.

General Procedures. Borrower Company will make each payment which that it owes under the Loan Documents to LenderAdministrative Agent for the account of the Person to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon, Houston, Texas time, 10:00 a.m. (local time at the designated place of payment) on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on the Lender Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which that are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by BorrowerCompany; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 2.5. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties that are described in such subsection; provided that if any Lender then owes payments to Administrative Agent under Section 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to Administrative Agent to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which ------------------ it owes under the Loan Documents to LenderAgent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Agent not later than 12 o’clock Noon11:00 a.m., HoustonDallas, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon1:00 a.m., HoustonNew York, Texas New York time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Administrative Agent on the Lender Lenders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon11:00 a.m., Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Administrative Agent on the Lender Schedulesignature pages hereto. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon11:00 a.m., HoustonDenver, Texas Colorado time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Administrative Agent on the Lender ScheduleSchedule 4 hereto. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Bank Party to whom such payment is owed. Each such payment must be received by Agent not later than 11:00 a.m., New York, New York time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and Lender each Bank Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations of any kind which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Bank Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes (either the Term Notes, the Revolver Notes, or all, as specified by Borrower), together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Bank Party to whom such payment is owed. Each such payment must be received by Agent not later than 10:00 a.m., Los Angeles, California time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and Lender each Bank Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Bank Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 2.6. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Agent pro rata to each Bank Party then owed Obligations described in such subsection in proportion to all amounts owed to all Bank Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.13(c) or to Agent under Article II or Section 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Agent, respectively, to the extent of such unpaid payments, and Section 2.7Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, (unless otherwise expressly provided in this Agreement), without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonBoston, Texas Massachusetts time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid, and then held as LC Collateral pursuant to Section 2.11(c); and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.5 and 2.6, as applicable. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.6 2.9(c) or to Administrative Agent under Section 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, (unless otherwise expressly provided in this Agreement), without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon2:00 p.m., HoustonBoston, Texas Massachusetts time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on 33 the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall promptly distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, (a) if such payment is in respect of the Obligations then due and payable hereunder and under the Notes to more than one of the Lender Parties, to such Lender Parties for the accounts of their respective Applicable Lending Offices in accordance with their respective Percentage Shares of the amounts of such Obligations due and payable to such Lender Parties at such time and (b) if such payment is in respect of any of the Obligations then due and payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in such order as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid, and then held as LC Collateral pursuant to Section 2.11(c); and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.5 and 2.6, as applicable. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.6 2.9(c) or to Administrative Agent under Section 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, (unless otherwise expressly provided in this Agreement), without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon2:00 p.m., HoustonBoston, Texas Massachusetts time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall promptly distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, (a) if such payment is in respect of the Obligations then due and payable hereunder and under the Notes to more than one of the Lender Parties, to such Lender Parties for the accounts of their respective Applicable Lending Offices in accordance with their respective Percentage Shares of the amounts of such Obligations due and payable to such Lender Parties at such time and (b) if such payment is in respect of any of the Obligations then due and payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in such order as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid, and then held as LC Collateral pursuant to Section 2.11(c); and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.5 and 2.6, as applicable. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.6 2.9(c) or to Administrative Agent under Section 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Bank Party to whom such payment is owed. Each such payment must be received by Agent not later than noon, New York, New York time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and Lender each Bank Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent or Collateral Agent under Section 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender the Bank Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Agent pro rata to each Bank Party then owed Obligations described in such subsection in proportion to all amounts owed to all Bank Parties which are described in such subsection.

General Procedures. Borrower will make each payment which it owes under shall pay all amounts owing with respect to any Obligations (whether for principal, interest, fees, or otherwise) to Administrative Agent for the Loan Documents to Lender, in lawful money account of the United States of AmericaLender Party to whom such payment is owed in Dollars, without set-off, deduction or counterclaimcounterclaim (other than netting with respect to Loans being made on a particular date and repayment of prior Loans on such date as set forth in the next-to-last sentence of Section 2.1(d)), and in immediately available funds. Each such payment under the Loan Documents must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonNew York, Texas New York time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document to a Lender Party shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Schedule. place of payment of Administrative Agent's Note. (a) When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (ai) first, for the payment of all Obligations which are then due due, subject, with respect to money received pursuant to the exercise of remedies under the Security Documents, to Section 8.3 (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (bii) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (ciii) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid, and then held as LC Collateral pursuant to Section 2.10(g); and (div) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.7 and 2.8, as applicable. All distributions of amounts described in any of subsections (ii), (iii), or (iv) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.6 2.10(c) or to Administrative Agent under Section 9.9, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which that it owes hereunder, or under any other Loan Document (except to the Loan Documents extent otherwise provided therein) to LenderAdministrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States States, free and clear of Americaand without condition, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon, Houston, Texas time, 12:00 noon on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Administrative Agent on the Lender Lenders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3): (a) first, for the payment of all Obligations which that are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 10.4 11.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) second, then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (dc) lastthird, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under shall pay all amounts owing with respect to any Obligations (whether for principal, interest, fees, or otherwise) to Administrative Agent for the Loan Documents to Lender, in lawful money account of the United States of AmericaLender Party to whom such payment is owed in Dollars, without set-off, deduction or counterclaimcounterclaim (other than netting with respect to Loans being made on a particular date and repayment of prior Loans on such date as set forth in the last sentence of Section 2.1(d), and in immediately available funds. Each such payment under the Loan Documents must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonBoston, Texas Massachusetts time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document to a Lender Party shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Schedule. place of payment of Administrative Agent’s Note. (a) When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (ai) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (bii) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (ciii) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid, and then held as LC Collateral pursuant to Section 2.15; and (div) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.7 and 2.8, as applicable. All distributions of amounts described in any of subsections (ii), (iii), or (iv) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.6 2.12(c) or to Administrative Agent under Section 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower Company will make each payment which it owes under the Loan Note Documents to LenderAdministrative Agent for the account of the Person to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon12:00 p.m., HoustonNew York, Texas New York time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Note Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on the Lender Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and Lender each Holder Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 10.4 7.9 or 12.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Holder Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Note Documents (other than principal of the Loans) if so specified by BorrowerCompany; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon11:00 a.m., Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributeddistributed (subject to the provisions of Section 8.3 with respect to application of proceeds of sale of Collateral), as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due due, other than Lender Hedging Obligations (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all such other Obligations Obligations, other than Lender Hedging Obligations, then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then, to the extent such money received is pursuant to the exercise of remedies under the Security Documents only, for the payment of all Lender Hedging Obligations (and if such money is insufficient to pay all such Lender Hedging Obligations, then to the partial payment of such Lender Hedging Obligations then due in proportion to the amounts thereof); (c) then, for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (cd) then then, for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (de) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Bank Party to whom such payment is owed. Each such payment must be received by Agent not later than 11:00 a.m., Dallas, Texas time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleoffices of Agent. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and Lender each Bank Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 10.4 this Agreement and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Bank Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and; (d) last, then for the payment or prepayment of any other ObligationsObliga- tions; and (e) last, only with respect to payment received by Agent under any of the Mortgages, for the payment of all amounts which are due under Hedging Contracts that are secured by such Mortgages. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Agent pro rata to each Bank Party then owed Obligations described in such subsection in proportion to all amounts owed to all Bank Parties which are described in such subsection. Notwithstanding anything to the contrary contained herein, in the event any Lender shall have failed to make an Advance as contemplated under Section 2.4 hereof (a "Defaulting Lender") and last the Agent or another Lender or Lenders shall have made such Advance, payment received by Agent for the amount of such Defaulting Lender or Lenders shall not be distributed to any prepayment of principal and interest such Defaulting Lender or Lenders until such Advance or Advances shall have been repaid in compliance with Section 2.6 and Section 2.7full to Agent or the Lender or Lenders who funded such Advance or Advances.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Agent not later than 12 o’clock Noon12:00 noon, HoustonNew York, Texas New York time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, (unless otherwise expressly provided in this Agreement), without set-set- off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon12:00 noon, Houston, Texas New York City time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agents under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid, and then held as LC Collateral pursuant to Section 2.11(c); and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.5 and 2.6, as applicable. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Lender Patty then owed Obligations described in such subsection in xxxxortion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.6 2.9(c) or to Agents under Section 9.5, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Agents, respectively, to the extent of such unpaid payments, and Section 2.7Agents shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender. Notwithstanding anything to the contrary contained herein, at anytime when Borrower shall repay or prepay principal of Loans, such repayment or prepayment shall be applied first to outstanding Over-Advance Loans and then to other Loans.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of Lender to whom such payment is owed. Each such payment must be received by Administrative Agent not later than noon, New York time, on the date such payment becomes due and payable, in lawful money of the United States of AmericaStates, without set-offset‑off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place provided therein and, if no specific place of payment is provided, shall be due and payable as set forth for Lender Administrative Agent on the Lender Lenders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall promptly distribute all money so collected or received, and each Lender (or Lender Counterparty, in the case of Lender Hedging Obligations) shall apply all such money so distributed, distributed as follows (except as otherwise provided in Section 9.3): (a) 8.3): first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent or Collateral Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) ; then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) ; then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) and last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note any Loan shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 2.7. Except as otherwise set forth above, all distributions of amounts described in any of the subsections above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender Party then owes payments to LC Issuer for the purchase of a participation under Section 2.13(c) or to Administrative Agent under Section 10.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender Party.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, (unless otherwise expressly provided in this Agreement), without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonBoston, Texas Massachusetts time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall promptly distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid, and then held as LC Collateral pursuant to Section 2.11(c); and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.5 and 2.6, as applicable. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.6 2.9(c) or to Administrative Agent under Section 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such SECOND AMENDED AND RESTATED CREDIT AGREEMENT amounts to such Lender. Administrative Agent shall be required to make payments to each Lender by wire transfer to such Lender's Applicable Lending Office.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Lender to whom such payment is owed. Each such payment must be received by Agent not later than 11:00 a.m., New York, New York time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 10.4 C.8 of Annex C of this Agreement or Section 9.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Lenders shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Agent not later than 12 o’clock Noon11:00 a.m., Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Agent on the Lender ScheduleSchedule 3.1 hereto. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3): (a2.18(e) and Section 8.3): first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) ; then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) ; then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) and last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section Sections 2.6 and 2.7. Subject to Section 2.72.18(e), all distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.11(c) or to Agent under Section 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer, or Agent, respectively, to the extent of such unpaid payments, and Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower Borrowers will make each payment which it owes that they owe under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon11:00 a.m., HoustonLos Angeles, Texas California, time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Administrative Agent on the Lender Lenders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall promptly distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, distributed as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which that are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by BorrowerBorrowers; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it ------------------ owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, (unless otherwise expressly provided in this Agreement), without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonBoston, Texas Massachusetts time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid, and then held as LC Collateral pursuant to Section 2.11(c); and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.5 and 2.6, as applicable. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.6 2.9(c) or to Administrative Agent under Section 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent of such unpaid payments, and Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender. If any payment on account of any Obligation is received in Canadian Dollars, instead of Dollars as required pursuant to this section (whether voluntarily or pursuant to an order or judgment or the enforcement thereof or the realization of any security or the liquidation of such Restricted Person or otherwise howsoever), such payment shall constitute a discharge of such Obligation only to the extent of the equivalent in Dollars of such amount of Canadian Dollars determined by Administrative Agent in accordance with its normal procedures and after deducting any premium and costs of exchange, determined as of the Business Day next following such receipt. If, for the purpose of obtaining or enforcing judgment in any court in any Canadian jurisdiction, it becomes necessary to convert any amount due in Dollars into Canadian Dollars, then the Dollar Equivalent of such amount shall be determined on the Business Day following the date such judgment is given, and in any event Restricted Persons shall continue to be obligated to pay any deficiency owing to any Lender Party. If any Lender Party receives any payment or payments on account of the liability of any Restricted Person hereunder pursuant to any judgment or order in Canadian Dollars, and the Dollar Equivalent of such amount on the Business Day next following such receipt is less than the full amount of the Obligation due immediately prior to such judgment or order, then Borrower on demand shall indemnify and save such Lender Party harmless from and against any loss, cost or expense arising out of or in connection with such deficiency. The agreement of indemnity provided for in this Section 2.73.1 shall constitute an obligation separate and independent from all other obligations contained in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lender Parties or any of them from time to time, and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.

General Procedures. Borrower will make each payment which it owes under Each Restricted Person shall pay all amounts owing by such Restricted Person with respect to any Obligations (whether for principal, interest, fees, or otherwise) to Administrative Agent for the Loan Documents to Lender, in lawful money account of the United States of AmericaLender Party to whom such payment is owed in Dollars, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment under the Loan Documents must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, Houston, Texas New York City time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document to a Lender Party shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Schedule. place of payment of Administrative Agent's Note. (a) When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (ai) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (bii) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (ciii) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (div) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.8 and 2.9, as applicable. All distributions of amounts described in any of subsections (ii), (iii), or (iv) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to Administrative Agent under Section 2.6 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to Administrative Agent, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon11:00 a.m., HoustonDenver, Texas Colorado time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Administrative Agent on the Lender Lenders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (dc) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Unless otherwise expressly provided in a Loan Document, Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent at its New York office (in accordance with the then effective wire instructions provided by Administrative Agent to Borrower) for the account of the Lender Party to whom such payment is owed. Each such payment must be received by Administrative Agent not later than 12:00 noon, New York City time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction (except for any deduction for Taxes as described in Section 3.6(a)) or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth provided therein and, if no specific place of payment is provided, shall be due and payable at the place of payment of Administrative Agent’s New York office or as otherwise directed by Administrative Agent. Administrative Agent shall promptly remit in same day funds to each Lender Party its share, if any, of such payments received by Administrative Agent for Lender on the Lender Schedule. When Lender collects or receives money on account of such Lender Party. Administrative Agent may, and upon direction of the Required Lenders shall, apply all amounts received pursuant to any exercise of remedies under the Loan Documents (including from proceeds of collateral securing the Obligations, Lender shall distribute all money so collected ) or received, and Lender shall apply all such money so distributed, under applicable law upon receipt thereof to the Obligations as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all fees and expenses of Administrative Agent and its counsel which are then due until such amounts are paid in full (and, to the extent such amounts received are proceeds from the foreclosure or other sale of real property, for the payment of all fees and expenses of the trustee, if applicable); (b) then for the payment of all other Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then until such amounts are paid in full, second to the partial payment of all interest on the Loans then due on a pro rata basis until such amounts are paid in full, third to the payment of all principal on the Loans and Reimbursement Obligations or cash collateralization in respect of Letters of Credit and all Obligations owing to an Approved Counterparty under a Hedging Contract, on a pro rata basis until such amounts are paid in full, and fourth to the payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of until such amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrowerare paid in full; (c) then for the prepayment of principal of the Loansany other Obligations, together with accrued and unpaid interest on the principal so prepaidif any until such amounts are paid in full; and (d) last, for to the payment Borrower or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment Person as directed by a court of principal and interest in compliance with Section 2.6 and Section 2.7competent jurisdiction.

General Procedures. Unless otherwise expressly provided in a Loan Document, the Borrower will make each payment which it owes under the Loan Documents to Lenderthe Administrative Agent at its Payment Office (in accordance with the then effective wire instructions provided by the Administrative Agent to the Borrower) for the account of the Lender Party to whom such payment is owed. Each such payment must be received by the Administrative Agent not later than 12:00 noon, New York City time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction (except for any deduction for Taxes as described in Section 3.3(a)) or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender the Administrative Agent after such time will may, in Administrative Agent’s discretion, be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth provided therein and, if no specific place of payment is provided, shall be due and payable at the Payment Office or as otherwise directed by the Administrative Agent. The Administrative Agent shall promptly remit in same day funds to each Lender Party its share, if any, of such payments received by the Administrative Agent for Lender on the Lender Schedule. When Lender collects or receives money on account of such Lender Party. The Administrative Agent may, subject to the Intercreditor Agreements, and upon direction of the Required Lenders shall, apply all amounts received pursuant to any exercise of remedies under the Loan Documents (including from proceeds of collateral securing the Obligations, Lender shall distribute all money so collected ) or received, and Lender shall apply all such money so distributed, under applicable law upon receipt thereof to the Obligations as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all fees and expenses of the Administrative Agent and its counsel which are then due until such amounts are paid in full (and, to the extent such amounts received are proceeds from the foreclosure or other sale of real property, for the payment of all fees and expenses of the trustee, if applicable); (b) then for the payment of all other Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender the Administrative Agent under Section 10.4 and then until such amounts are paid in full, second to the partial payment of all interest on the Loans then due on a pro rata basis until such amounts are paid in full, third to the payment of all principal on the Loans on a pro rata basis until such amounts are paid in full, and fourth to the payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of until such amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrowerare paid in full; (c) then for the prepayment of principal of the Loansany other Obligations, together with accrued and unpaid interest on the principal so prepaidif any until such amounts are paid in full; and (d) last, for to the payment Borrower or prepayment of any other ObligationsPerson as directed by a court of competent jurisdiction. All payments applied to principal or interest on the Note any Loan shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 Sections 2.4 and Section 2.72.5. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by the Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection (or subclause thereof) in proportion to all amounts owed to all Lender Parties which are described in such subsection (or subclause thereof).

General Procedures. Borrower Borrowers will make each payment which it owes they owe under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, without set-off, deduction deduction, or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon11:00 a.m., HoustonLos Angeles, Texas California, time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Administrative Agent on the Lender Lenders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall promptly distribute all money so collected or received, and each Lender shall apply all such money so distributed, distributed as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by BorrowerBorrowers; (c) then for the prepayment of principal of the Loans, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 2.6. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Lender then owed Obligations described in such subsection in proportion to all amounts owed to all Lenders which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.12 or payment to Administrative Agent under Section 10.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which ------------------ it owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonBoston, Texas Massachusetts time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid, and then held as LC Collateral pursuant to Section 2.11(c); and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon11:00 a.m., HoustonDenver, Texas Colorado time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall promptly distribute all money so collected or receivedreceived in like funds, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or Section 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then hen due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.Section

General Procedures. Borrower will make each payment which ------------------ it owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonBoston, Texas Massachusetts time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender other than as provided in Section 3.9, Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid, and then held as LC Collateral pursuant to Section 2.13(c); and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Agent not later than 12 o’clock Noon11:00 a.m., HoustonNew York, Texas New York time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Agent not later than 12 o’clock Noon11:00 a.m., HoustonDallas, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the ObligationsObligations or otherwise with respect to the Security Documents, Lender Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts Obligations owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; andprovided that Eurodollar Loans will be prepaid in the order of maturity of the related Interest Period; (d) lastthen, for the payment or prepayment of any other Obligations. All payments applied to principal ; and (e) last, for the payment or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal all Indebtedness secured by the Security Documents other than the Obligations (and interest if such money is insufficient to pay all such Indebtedness, to the partial payment of all such Indebtedness in compliance with Section 2.6 proportion to the amounts thereof, or as Agent and Section 2.7the Lenders holding such Indebtedness shall otherwise agree).

General Procedures. Borrower will make each payment which it owes under Each Restricted Person shall pay all amounts owing by such Restricted Person with respect to any Obligations (whether for principal, interest, fees, or otherwise) to Administrative Agent for the Loan Documents to Lender, in lawful money account of the United States of AmericaLender Party to whom such payment is owed in Dollars, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment under the Loan Documents must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonBoston, Texas Massachusetts time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document to a Lender Party shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Schedule. place of payment of Administrative Agent’s Note. (a) When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (ai) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (bii) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (ciii) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (div) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.8 and 2.9, as applicable. All distributions of amounts described in any of subsections (ii), (iii), or (iv) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to Administrative Agent under Section 2.6 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to Administrative Agent, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Lender Party to whom such payment is owed. Each such payment must be received by Agent not later than 12:00 noon, New York City time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.of

General Procedures. Borrower Each Related Person will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Bank Party to whom such payment is owed. Each such payment must be received by Agent not later than 11:00 a.m., Dallas, Texas time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleoffices of Agent. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and Lender each Bank Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.7 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Bank Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. Prior to an Event of Default, moneys collected or received by Agent with respect to a particular Project shall be applied in the manner above against Obligations under the Project Loan related to such Project. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Agent pro rata to each Bank Party then owed Obligations described in such subsection in proportion to all amounts owed to all Bank Parties which are described in such subsection. Notwithstanding anything to the contrary contained herein, in the event any Lender shall have failed to make an Advance as contemplated under Section 2.3 hereof (a "DEFAULTING LENDER") and last the Agent or another Lender or Lenders shall have made such Advance, payment received by Agent for the amount of such Defaulting Lender or Lenders shall not be distributed to any prepayment of principal and interest such Defaulting Lender or Lenders until such Advance or Advances shall have been repaid in compliance with Section 2.6 and Section 2.7full to Agent or the Lender or Lenders who funded such Advance or Advances.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAdministrative Agent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noon11:00 a.m., HoustonDenver, Texas Colorado time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender Administrative Agent on the Lender Lenders Schedule. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.38.3): (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Unless otherwise expressly provided in a Loan Document, Borrower will make each payment which it owes under the Loan Documents to LenderAgent at its New York office (in accordance with the then effective wire instructions provided by Agent to Borrower) for the account of the Lender Party to whom such payment is owed. Each such payment must be received by Agent not later than 12:00 noon, New York City time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth provided therein and, if no specific place of payment is provided, shall be due and payable at the place of payment of Agent’s New York office or as otherwise directed by Agent. Agent shall promptly remit in same day funds to each Lender Party its share, if any, of such payments received by Agent for Lender on the Lender Schedule. When Lender collects or receives money on account of such Lender Party. Agent may, and upon direction of the Required Lenders shall, apply all amounts received pursuant to any exercise of remedies under the Loan Documents (including from proceeds of collateral securing the Obligations, Lender shall distribute all money so collected ) or received, and Lender shall apply all such money so distributed, under applicable law upon receipt thereof to the Obligations as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all fees and expenses of Agent and its counsel which are then due; (b) then for the payment of all other Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 10.4 and then 6.9 or 10.4, second to the partial payment of all interest on the Loans then due on a pro rata basis, third to the payment of all principal on the Loans and Reimbursement Obligations or cash collateralization in respect of Letters of Credit and all reasonably calculated net credit exposure of any Lender Party under a Hedging Contract with any Restricted Person then due, on a pro rata basis, and fourth to the payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of the Loans) if so specified by Borrower; (c) then for the prepayment of principal of the on any remaining Loans, if any, together with accrued and unpaid interest on the principal so prepaid; and; (d) last, then for the payment or prepayment of any other Obligations. All payments applied , if any; and (e) last, to principal the Borrower or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment other Person as directed by a court of principal and interest in compliance with Section 2.6 and Section 2.7competent jurisdiction.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to LenderAgent for the account of the Lender Party to whom such payment is owed. Each such payment must be received by Agent not later than 11:30 a.m., Dallas, Texas time, on the date such payment becomes due and payable, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender not later than 12 o’clock Noon, Houston, Texas time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.

General Procedures. Borrower will make each payment which it owes under the Loan Documents to Lender, Administrative Agent for the account of the Lender Party to whom such payment is owed in lawful money of the United States of America, (unless otherwise expressly provided in this Agreement), without set-off, deduction or counterclaim, and in 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] immediately available funds. Each such payment must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonBoston, Texas Massachusetts time, on the date such payment becomes due and payable. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Administrative Agent's Note. When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall promptly distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid, and then held as LC Collateral pursuant to Section 2.11(c); and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.5 and 2.6, as applicable. All distributions of amounts described in any of subsections (b), (c) or (d) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to LC Issuer for the purchase of a participation under Section 2.6 2.9(c) or to Administrative Agent under Section 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to LC Issuer or Administrative Agent, respectively, to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender. Administrative Agent shall be required to make payments to each Lender by wire transfer to such Lender's Applicable Lending Office.

General Procedures. Borrower will make each payment which it owes under (a) Each Restricted Person shall pay all amounts owing by such Restricted Person with respect to any Obligations (whether for principal, interest, fees, or otherwise) to Administrative Agent for the Loan Documents to Lender, in lawful money account of the United States of AmericaLender Party to whom such payment is owed in Dollars, without set-offcondition or deduction for any counterclaim, deduction defense, recoupment or counterclaimsetoff, and in immediately available funds. Each If any payment is received on account of any Obligation in any currency other than Dollars (whether voluntarily or pursuant to any order or judgment or the enforcement thereof or the realization of any security or the liquidation of any Person or otherwise howsoever), such payment shall constitute a discharge of the liability of a Restricted Person hereunder and under the other Loan Documents in respect of such Obligation only to the extent of the amount of Dollars which the relevant Lender Parties are able to purchase with the amount of the other currency received by it on the Business Day next following such receipt by Administrative Agent in accordance with its normal procedures and after deducting any premium and costs of exchange. Each payment under the Loan Documents must be received by Lender Administrative Agent not later than 12 o’clock Noonnoon, HoustonNew York, Texas New York time, on the date such payment becomes due and payable, unless otherwise expressly provided herein. Any payment received by Lender Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document to a Lender Party shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Schedule. place of payment of Administrative Agent’s Note. (b) When Lender Administrative Agent collects or receives money on account of the Obligations, Lender Administrative Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (ai) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Administrative Agent under Section 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (bii) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (ciii) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (div) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and accrued interest thereon in compliance with Sections 2.8 and 2.9, as applicable. All distributions of amounts described in any of subsections (ii), (iii), or (iv) above shall be made by Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection; provided that if any Lender then owes payments to Administrative Agent under Section 2.6 9.10, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to Administrative Agent to the extent of such unpaid payments, and Section 2.7Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender. (c) Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the appropriate Lenders the amount due. In such event, if Borrower has not in fact made such payment, then each of such Lenders severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds 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 Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of Administrative Agent to any Lender with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

General Procedures. Borrower will make each payment which it ------------------ owes under the Loan Documents to LenderAgent for the account of the Lender Party to whom such payment is owed, in lawful money of the United States of America, without set-off, deduction or counterclaim, and in immediately available funds. Each such payment must be received by Lender Agent not later than 12 o’clock Noon11:00 a.m., HoustonNew York, Texas New York time, on the date such payment becomes due and payable. Any payment received by Lender Agent after such time will be deemed to have been made on the next following Business Day. Should any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a Loan Document shall be due and payable at the place set forth for Lender on provided therein and, if no specific place of payment is provided, shall be due and payable at the Lender Scheduleplace of payment of Agent's Note. When Lender Agent collects or receives money on account of the Obligations, Lender Agent shall distribute all money so collected or received, and each Lender Party shall apply all such money so distributed, as follows (except as otherwise provided in Section 9.3):follows: (a) first, for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due to Lender Agent under Section 6.9 or 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); (b) then for the prepayment of amounts owing under the Loan Documents (other than principal of on the LoansNotes) if so specified by Borrower; (c) then for the prepayment of principal of on the LoansNotes, together with accrued and unpaid interest on the principal so prepaid; and (d) last, for the payment or prepayment of any other Obligations. All payments applied to principal or interest on the Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal and interest in compliance with Section 2.6 and Section 2.7.