Common use of Reimbursement Obligation Clause in Contracts

Reimbursement Obligation. The Policy Provider shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider under the Policy in an amount equal to the sum of the amount so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date payment is made under the Policy, (ii) if the Policy Provider has, pursuant to the proviso to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annum) on the unreimbursed amount of such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable under the foregoing clause (i)), (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways and to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement (A) shall not include any amounts that the Policy Provider is entitled to receive by virtue of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) shall be payable only from and to the extent of the funds available under and at the time and in the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereof, as applicable.

Reimbursement Obligation. The Policy Provider shall Issuing Bank will notify the Company promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. The Company agrees unconditionally, irrevocably and absolutely to pay to the Agent on the date such presentation or draw is made (the "Draw Date") if the Issuing Bank notifies the Company of such presentation or draw before 10:00 a.m. (Chicago time) on such Draw Date (or the Domestic Business Day immediately succeeding such Draw Date if the Issuing Bank notifies the Company of such presentation after 10:00 a.m. (Chicago time) on such Draw Date), for the account of the Banks, the amount of each advance which may be entitled drawn under or pursuant to reimbursement in full a Letter of Credit or an L/C Draft related thereto (such obligation of the Company to reimburse the Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a "Reimbursement Obligation" with respect to such Letter of Credit or L/C Draft). If the Company at any time fails to repay a Reimbursement Obligation pursuant to this Section 2.17(F), (i) any payment made by the Policy Provider under Company shall be deemed to have elected to borrow Loans from the Policy Banks, in an amount equal Dollars, as of the date of the advance giving rise to the sum Reimbursement Obligation, equal in amount to the amount of the amount so paid unpaid Reimbursement Obligation and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date payment is made under the Policy, (ii) if the Policy Provider hasAgent shall use reasonable efforts to notify the Company of such deemed election to borrow Loans; provided, pursuant however, that the Agent's failure to provide such notice shall in no way affect the proviso validity of such deemed election to Section 2.6(c)borrow Loans, paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate obligations of the Base Rate plus 1% per annum) on Company or any Account Party with respect thereto or any other rights of the unreimbursed amount Agent, the Issuing Bank or the Banks hereunder. Such Loans shall be made as of such payment from and including the date of the payment giving rise to such payment Reimbursement Obligation, automatically, without notice and without any requirement to but excluding satisfy the date such payment conditions precedent otherwise applicable to an advance of Loans. Such Loans shall constitute Floating Rate Loans, the proceeds of which shall be reimbursed in full (without duplication of amounts reimbursable under used to repay such Reimbursement Obligation. If, for any reason, the foregoing clause (i)), (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid Company fails to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due repay a Reimbursement Obligation on the date of presentation of an invoice therefor day such Reimbursement Obligation arises and, for any reason, the Banks are unable to the Subordination Agent and US Airways and make or have no obligation to the extent not paid)make Loans, (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation then such Reimbursement Obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) bear interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement (A) shall not include any amounts that the Policy Provider is entitled to receive by virtue of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) shall be payable only from and to the extent of the funds available under and after such day, until paid in full, at the time and in the priority specified therefor in Sections 2.4(binterest rate applicable to Floating Rate Loans pursuant to Section 2.06(A), 3.2 and 3.3 hereof, as applicable.

Reimbursement Obligation. The Policy Provider shall be entitled To induce Administrative Agent to reimbursement issue and maintain LCs and to induce Lenders to participate in full for issued LCs, Borrower agrees to pay or reimburse Administrative Agent (i) any payment made by the Policy Provider under the Policy in an amount equal to the sum of the amount so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date payment on which any draft is made presented under any LC, the Policy, amount of any draft paid or to be paid by Administrative Agent and (ii) if promptly, upon demand, the Policy Provider has, pursuant amount of any fees (in addition to the proviso fees described in Article 5) which Administrative Agent customarily charges to Section 2.6(c)a Person similarly situated in the ordinary course of its business for amending LC Agreements, paid to each Liquidity Provider all outstanding Drawings for honoring drafts under letters of credit, and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annum) on the unreimbursed amount of such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable under the foregoing clause (i)), (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), taking similar action in connection with the enforcementletters of credit. If Borrower has not reimbursed Administrative Agent for any drafts paid or to be paid within 24 hours of demand therefor by Administrative Agent, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on the date of presentation of an invoice therefor Administrative Agent is hereby irrevocably authorized to the Subordination Agent and US Airways and to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), fund such reimbursement (A) shall not include any amounts that the Policy Provider is entitled to receive by virtue of the subrogation rights of the Policy Provider obligations as a Base Rate Borrowing under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) shall be payable only from and Facility to the extent of availability under the Facility and if the conditions precedent in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of such Borrowing under the Facility shall be advanced directly to Administrative Agent in payment of Borrower's unpaid reimbursement obligation. If for any reason, funds available cannot be advanced under the Facility, then Borrower's reimbursement obligation shall continue to be due and payable. Borrower's obligations under this Section 2.2(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against Administrative Agent or any other Person. From the date that Administrative Agent pays a draft under an LC until the related reimbursement obligation of Borrower is paid or funded by proceeds of a Borrowing, (x) unpaid reimbursement obligations which are funded pursuant to a Base Rate Borrowing shall accrue interest at the time rate then applicable to Base Rate Borrowings, and in (y) unpaid reimbursement obligations which are not so funded shall accrue interest at the priority specified therefor in Sections 2.4(b)Default Rate, 3.2 and 3.3 hereof, as applicablewhich accrued interest shall be payable on demand.

Reimbursement Obligation. The Policy Provider shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider under the Policy in an amount equal to the sum of the amount so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date payment is made under the Policy, (ii) if the Policy Provider has, pursuant to either clause (A) or (B) of the proviso to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annum) on the unreimbursed amount of such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable under the foregoing clause (i)), (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways and to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement (A) shall not include any amounts that the Policy Provider is entitled to receive by virtue of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) shall be payable only from and to the extent of the funds available under and at the time and in the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereof, as applicable.

Reimbursement Obligation. The Policy Provider If Seller is not eligible for an exemption under AB 32 or the GHG Regulations, Buyer shall reimburse Seller for the AB 32 Reimbursement Obligation, provided that: Upon Buyer’s conveyance and delivery of Offset Credits or equivalent financial settlement, Buyer shall have fulfilled its obligation under this Agreement to compensate Seller for the purported AB 32 Reimbursement Obligation. Buyer is not liable for Seller’s failure to satisfy its AB 32 Compliance Obligation or otherwise comply with AB 32 or the GHG Regulations. Buyer shall fulfill its AB 32 Reimbursement Obligation to Seller in accordance with the Compliance Periods and deadlines associated therewith outlined in the GHG Regulations for timely surrender of compliance instruments. In accordance with Section 3.20, Seller shall provide Buyer current information regarding the AB 32 Reimbursement Obligation in each monthly invoice including: Seller’s estimate of the current total AB 32 Reimbursement Obligation with respect to the completed portion of the Term on a rolling monthly basis, which shall be entitled to reimbursement calculated utilizing the methodology set forth in full for (i) any payment made by the Policy Provider under the Policy in an amount equal Section 11.03(c); A rolling balance of all applicable GHG Credits that Seller has obtained or received pertaining to the sum Generating Facility, including any applicable revenues, in each case, as described in Section 11.03(d) below; and A rolling net balance of the amount so paid and all other amounts previously paid that remain unreimbursed, then current AB 32 Reimbursement Obligation due to Seller by Buyer which reimbursement amount shall be due and owing to the Policy Provider on the date payment is made under the Policy, (ii) if the Policy Provider has, pursuant to the proviso to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annum) on the unreimbursed amount of such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable under the foregoing clause (i)), (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways and to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable determined by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement subtracting (A) shall not include any amounts that the Policy Provider is entitled to receive by virtue of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, all applicable GHG Credits and (B) shall be payable only from and prior compensation paid by Buyer (physical and/or financial) to the extent of the funds available under and at the time and in the priority specified therefor in Sections 2.4(bSeller pursuant to Section 11.03(a)(i), 3.2 and 3.3 hereof, as applicablefrom the total AB 32 Reimbursement Obligation.

Reimbursement Obligation. The Policy Provider shall Each of the Borrowers and Subsidiary ------------------------- Obligors agrees unconditionally, irrevocably and absolutely upon receipt of notice from the Agent or the applicable Issuing Lender to pay immediately to the Agent, for the account of the applicable Issuing Lender or the account of the Lenders, as the case may be, the amount of each advance which may be entitled drawn under or pursuant to reimbursement in full a Letter of Credit issued for its account or an L/C Draft related thereto (i) any such obligation of each of the Borrowers and Subsidiary Obligors to reimburse the Issuing Lender or the Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with respect to such Letter of Credit or L/C Draft), each such payment to be made by the Policy Provider under the Policy in an amount equal applicable Borrower or Subsidiary Obligor to the sum Agent no later than 1:00 p.m. (New York time) or with respect to Reimbursement Obligations owed by Purina Korea, Inc. 1:00 p.m. (Seoul time) on the Business Day on which the applicable Issuing Lender makes payment of each such L/C Draft or, in the amount so paid and all case of any other amounts previously paid that remain unreimburseddraw on a Letter of Credit, which reimbursement amount shall be due and owing 1:00 p.m. (New York time) or with respect to the Policy Provider Reimbursement Obligations owed by Purina Korea, Inc. 1:00 p.m. (Seoul time) on the date payment is made under specified in a demand by the Policy, (ii) if the Policy Provider has, pursuant to the proviso to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings Agent and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annum) on the unreimbursed amount of such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed made in full (without duplication the applicable currency in which such Letter of amounts reimbursable under Credit was issued. Any Issuing Lender may direct the foregoing clause (i))Agent to make such demand with respect to Letters of Credit issued by such Issuing Lender. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 2.18, (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation such Borrower shall be due on deemed to have elected ------------ to borrow a Revolving Loan from the applicable Lenders, as of the date of presentation of an invoice therefor the Advance giving rise to the Subordination Agent and US Airways and Reimbursement Obligation equal in amount to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect amount of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation unpaid Reimbursement Obligation. Such Revolving Loan shall be due on made as of the date of presentation the payment giving rise to such Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of an invoice therefor Revolving Loans if such Borrower shall have failed to make such payment to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by for the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect account of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modificationapplicable Issuing Lender prior to such time. Such Revolving Loans shall constitute a Base Rate Advance, waiveror, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each standby Letters of Credit denominated in Korean Won, a Korean Won Advance, the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement (A) shall not include any amounts that the Policy Provider is entitled to receive by virtue proceeds of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) which Advance shall be payable only used to repay such Reimbursement Obligation. If, for any reason, any Borrower or Subsidiary Obligor fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make a Revolving Loan, then such Reimbursement Obligation shall bear interest from and to the extent of the funds available under and after such day, until paid in full, at the time and interest rate applicable to a Base Rate Advance, or in the priority specified therefor case of standby Letters of Credit denominated in Sections 2.4(b)Korean Won, 3.2 and 3.3 hereof, as applicableat the Korean CD Rate.

Reimbursement Obligation. The Policy Provider shall be entitled In order to reimbursement in full for induce Administrative Agent to issue and maintain LCs and Lenders to participate therein, Borrower agrees to pay or reimburse Administrative Agent (i) on the date on which Administrative Agent notifies Borrower of the date and amount of any payment made draft presented under any LC, the amount in Dollars (calculated at the then-current Dollar- Equivalent of such amount) of any draft paid or to be paid by Administrative Agent, and (ii) promptly, upon demand, the Policy Provider amount of any fees (in addition to the fees described in SECTION 5) which Administrative Agent customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drafts, and taking similar action in connection with letters of credit; PROVIDED THAT (A) if Borrower has not reimbursed Administrative Agent for any drafts paid or to be paid within twenty-four (24) hours of demand therefor by Administrative Agent, then Administrative Agent is hereby irrevocably authorized to fund such reimbursement obligations in Dollars (calculated at the then-current Dollar-Equivalent of such amount) as a Borrowing under the Policy in an amount equal Facility to the sum extent of availability under the amount so paid Facility, and all other amounts previously paid that remain unreimbursedthe proceeds of such Borrowing under the Facility shall be advanced directly to Administrative Agent in payment of Borrower's reimbursement obligation with respect to the draft under the LC, which and (B) if for any reason, funds are not advanced pursuant to the Facility, then Borrower's reimbursement amount obligation shall continue to be due and owing to the Policy Provider on the date payment is made payable. Borrower's obligations under the Policy, (iithis SECTION 2.2(c) if the Policy Provider has, pursuant to the proviso to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annum) on the unreimbursed amount of such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable absolute and unconditional under the foregoing clause (i)), (iii) any and all charges, fees, costs circumstances and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation irrespective of any rights in respect of setoff, counterclaim, or defense to payment which Borrower may have at any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding time against Administrative Agent (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways and except to the extent not paid)resulting from the gross negligence or willful misconduct of Administrative Agent) or any other Person, (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider shall be made in respect of the Operative Agreements) in connection accordance with the Policy Provider terms and conditions of this Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) under all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement (A) shall not include any amounts that the Policy Provider is entitled to receive by virtue of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trustcircumstances, including, without limitation, fees and expenses incurred any of the following circumstances: (1) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (2) the existence of any claim, setoff, defense, or other Right which Borrower may have at any time against a beneficiary named in a LC, any transferee of any LC (or any Person for whom any such transferee may be acting), any Credit Party (except to the extent resulting from the gross negligence or willful misconduct of such Credit Party), or any other Person, whether in connection with this Agreement, any LC, the enforcement of transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such rightsLC); (3) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (B4) the occurrence of any Potential Default or Default. To the extent any funding of a draft has been made by Lenders pursuant to SECTION 2.2(e) or under the Facility, Administrative Agent shall promptly distribute any such payments received from Borrower with respect to such draft to all Lenders funding such draft according to their Pro Rata Part. Interest on any amounts remaining unpaid by Borrower (and unfunded by a Borrowing under the Facility) under this CLAUSE at any time from and after the date such amounts become payable until paid in full shall be payable only by Borrower to Administrative Agent at the Default Rate. In the event any payment by Borrower received by Administrative Agent with respect to an LC and distributed to Lenders on account of their participations therein is thereafter set aside, avoided, or recovered from and Administrative Agent in connection with any receivership, liquidation, or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by Administrative Agent, contribute to the extent Administrative Agent such Lender's ratable portion of the funds available under and amount (calculated at the time and in then-current Dollar-Equivalent of such amount) set aside, avoided, or recovered, together with interest at the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereof, as applicablerate required to be paid by Administrative Agent upon the amount required to be repaid by it.

Reimbursement Obligation. The Policy Provider shall be entitled To induce that Issuer to reimbursement issue and ------------------------ maintain LCs, and to induce the Lenders under the US Facility to participate in full for issued LCs, US Borrower agrees to pay or reimburse that Issuer (i) any on the first Business Day after the Issuer notifies Administrative Agent and US Borrower that it has made payment made under a LC, the amount paid by the Policy Provider under the Policy in an amount equal to the sum of the amount so paid Issuer and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date payment is made under the Policy, (ii) within five Business Days after demand, the amount of any additional costs, expenses, and fees that Issuer customarily charges for amending LC Agreements, for honoring drafts under letters of credit, and for taking similar action in connection with letters of credit. If US Borrower has not reimbursed the Issuer for any drafts paid by the date on which reimbursement is required under this section, then Administrative Agent is irrevocably authorized to fund US Borrower's reimbursement obligations as a Base-Rate Borrowing under the US Facility if proceeds are available under the US Facility and if the Policy Provider hasconditions in this agreement for such a US Borrowing (other than any notice requirements or minimum funding amounts) have, pursuant to Administrative Agent's knowledge, been satisfied. The proceeds of that Borrowing shall be advanced directly to the proviso Issuer to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider pay US Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the applicable Liquidity US Facility, such then US Borrower's reimbursement obligation shall constitute a demand obligation. US Borrower's obligations under this section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment and that US Borrower may have at any time against the Issuer or any other Person. From the date that the Issuer pays a draft under a LC until US Borrower either reimburses or is obligated to reimburse the Issuer for that draft under this section, the amount of that draft bears interest (accrued payable to the Issuer at the rate then applicable to Base-Rate Borrowings. From the due date of the Base Rate plus 1% per annum) on respective amounts due under this section, to the unreimbursed amount of such date paid (including any payment from and including the date proceeds of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable under the foregoing clause (i)a Base-Rate Borrowing), (iii) any and all charges, fees, costs and expenses and disbursements unpaid reimbursement amounts accrue interest that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due is payable on the date of presentation of an invoice therefor to the Subordination Agent and US Airways and to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement (A) shall not include any amounts that the Policy Provider is entitled to receive by virtue of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) shall be payable only from and to the extent of the funds available under and demand at the time and in the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereof, as applicableDefault Rate.

Reimbursement Obligation. The Policy Provider Each of the Borrowers agrees, jointly and ------------------------ severally, unconditionally, irrevocably and absolutely to pay immediately to the Agent (whether directly, or from the application of the proceeds of Revolving Loans, or in the case of the Term Portion of the Seller Letters of Credit, from the proceeds of Term Loans made as contemplated by this Section), upon receipt of notice from the Agent, for the account of the applicable Issuing Lenders or the account of Lenders, as the case may be, the amount of each advance which may be drawn under or pursuant to a Letter of Credit issued for its account or an L/C Draft related thereto (such obligation of the Borrowers to reimburse the Issuing Lender or the Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with respect to such Letter of Credit or L/C Draft). If any Borrower at any time does not directly repay a Reimbursement Obligation pursuant to this Section 2.23, the applicable Borrower shall be entitled deemed to reimbursement have ------------ elected to borrow a Revolving Loan from the Lenders, as of the date of the advance giving rise to the Reimbursement Obligation equal in full for (i) any payment amount to the amount of the unpaid Reimbursement Obligation; provided, however, that the Reimbursement Obligations with respect to the Seller Letters of Credit shall automatically be paid first from the proceeds of Term Loans made by the Policy Provider under the Policy pursuant to Section 2.1 in an amount equal to the sum of the amount so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date payment is made under the Policy, (ii) if the Policy Provider has, pursuant to the proviso to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annum) on the unreimbursed amount of such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable under the foregoing clause (i)), (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways and to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement (A) shall not include any amounts that the Policy Provider is entitled to receive by virtue of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) shall be payable only from and to the extent of excess of the funds available under aggregate ----------- Term Loan Commitments of the Lenders over the outstanding principle balance of the Term Loans, each as of the Closing Date after giving effect to any Term Loans made on the Closing Date (such amount being hereinafter referred to as the "TERM PORTION"), with the remaining outstanding amount of such Reimbursement Obligations being paid from the proceeds of Revolving Loans as set forth in this Section 2.23. Revolving Loans made in payment of any Reimbursement Obligations ------------ shall be made as of the date of the payment giving rise to such Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Revolving Loans. Each such Revolving Loan shall be made regardless of any failure of the Borrowers to meet the conditions precedent set forth in Article IV and shall ---------- constitute a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligation. If, for any reason, the applicable Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make a Revolving Loan, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the time and in the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereof, as applicableinterest rate applicable to a Floating Rate Advance.

Reimbursement Obligation. The Policy Provider shall Borrower agrees unconditionally, irrevocably and absolutely upon receipt of notice from the Administrative Agent or the Issuing Lender to pay immediately to the Administrative Agent, for the account of the Issuing Lender or the account of the Lenders, as the case may be, the amount of each advance which may be entitled drawn under or pursuant to reimbursement in full a Letter of Credit issued for its account or an L/C Draft related thereto (i) any such obligation of the Borrower to reimburse the Issuing Lender or the Administrative Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with respect to such Letter of Credit or L/C Draft), each such payment to be made by the Policy Provider under the Policy in an amount equal Borrower to the sum of the amount so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date payment is made under the Policy, Administrative Agent no later than 2:00 p.m. (ii) if the Policy Provider has, pursuant to the proviso to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annumIndianapolis time) on the unreimbursed amount Business Day on which the Issuing Lender makes payment of each such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable under the foregoing clause (i))L/C Draft or, (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways and to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each any other draw on a Letter of Credit, 2:00 p.m. (Indianapolis time) on the date specified in a demand by the Administrative Agent, which shall be the date on which a corresponding payment is to be made by the Issuing Lender. The Issuing Lender may direct the Administrative Agent to make such demand with respect to Letters of Credit issued by the Issuing Lender. If the Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 2.21, the Borrower shall be deemed to have elected to borrow a Syndicated Advance from the Lenders, as of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement (A) shall not include any amounts that the Policy Provider is entitled to receive by virtue date of the subrogation rights of payment by the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) shall be payable only from and Issuing Lender giving rise to the extent of Reimbursement Obligation equal in amount to the funds available under and at the time amount of, and in the priority specified therefor in Sections 2.4(b)Agreed Currency of, 3.2 and 3.3 hereofthe unpaid Reimbursement Obligation. Such Syndicated Advance shall be made as of the date of the payment giving rise to such Reimbursement Obligation, as applicable.automatically, without -37-

Reimbursement Obligation. The Policy Provider Borrower hereby agrees to reimburse the Agent for any amount paid by the Agent on drafts or demands for payment drawn or made or purporting to be drawn or made under the Letters of Credit (the Borrower's obligations so to reimburse the Agent hereinafter called the "LOC Reimbursement Obligation"). Each LOC Reimbursement Obligation owing to the Agent shall automatically be converted into, and shall be entitled deemed to reimbursement in full for (i) any payment have been paid with the proceeds of a Revolving Loan made by the Policy Provider under Agent on the Policy date such LOC Reimbursement Obligation arises, whether or not an Event of Default or Default then exists or would be caused thereby, which Revolving Loan shall be subject to the prepayment provisions of this Agreement; provided, however, that upon the occurrence and during the continuation of an Event of Default the Agent may require, by a notice to the Borrower, immediate payment to the Cash Collateral Account of the amount of the LOC Reimbursement Obligation which would then exist if all outstanding Letters of Credit were drawn upon at that time. Any LOC Reimbursement Obligation which is not paid when due or converted into a Revolving Loan in an amount accordance with the terms hereof shall bear interest, payable on demand, for each day on which said LOC Reimbursement Obligation remains unpaid, at a rate per annum equal to the sum interest rate borne by Revolving Loans, or if the Borrower is in default under the provisions of this sentence of Section 2A.02 at the default rate stated in Section 2.03(a)(ii) hereof. Amounts not paid to the Cash Collateral Account when due and payable shall bear interest at the default rate stated in Section 2.03(a)(ii) hereof. The Borrower's obligations to reimburse the Agent in accordance with the terms hereof for all payments made by the Agent under each Letter of Credit and to pay interest on the unpaid amount so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount of each LOC Reimbursement Obligation shall be due absolute, irrevocable and owing to the Policy Provider on the date payment is made unconditional under the Policy, (ii) if the Policy Provider has, pursuant to the proviso to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annum) on the unreimbursed amount of such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable under the foregoing clause (i)), (iii) any and all charges, fees, costs circumstances whatsoever and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways and to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement (A) shall not include be terminated for any amounts that the Policy Provider is entitled to receive by virtue of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) shall be payable only from and to the extent of the funds available under and at the time and in the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereof, as applicablereason whatsoever.

Reimbursement Obligation. The Policy Provider shall Issuing Bank will notify the Company promptly upon presentation to it of an L/C Draft or upon any other draw under a Letter of Credit. The Company agrees unconditionally, irrevocably and absolutely to pay to the Agent on the date such presentation or draw is made (the "Draw Date") if the Issuing Bank notifies the Company of such presentation or draw before 10:00 a.m. (Detroit time) on such Draw Date (or the Domestic Business Day immediately succeeding such Draw Date if the Issuing Bank notifies the Company of such presentation after 10:00 a.m. (Detroit time) on such Draw Date), for the account of the Banks, the amount of each advance which may be entitled drawn under or pursuant to reimbursement in full a Letter of Credit or an L/C Draft related thereto (such obligation of the Company to reimburse the Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a "Reimbursement Obligation" with respect to such Letter of Credit or L/C Draft). If the Company at any time fails to repay a Reimbursement Obligation pursuant to this Section 2.17(F), (i) any payment made by the Policy Provider under Company shall be deemed to have elected to borrow Loans from the Policy Banks, in an amount equal Dollars, as of the date of the advance giving rise to the sum Reimbursement Obligation, equal in amount to the amount of the amount so paid unpaid Reimbursement Obligation and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date payment is made under the Policy, (ii) if the Policy Provider hasAgent shall use reasonable efforts to notify the Company of such deemed election to borrow Loans; provided, pursuant however, that the Agent's failure to provide such notice shall in no way affect the proviso validity of such deemed election to Section 2.6(c)borrow Loans, paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate obligations of the Base Rate plus 1% per annum) on Company or any Account Party with respect thereto or any other rights of the unreimbursed amount Agent, the Issuing Bank or the Banks hereunder. Such Loans shall be made as of such payment from and including the date of the payment giving rise to such payment Reimbursement Obligation, automatically, without notice and without any requirement to but excluding satisfy the date such payment conditions precedent otherwise applicable to an advance of Loans. Such Loans shall constitute Floating Rate Loans, the proceeds of which shall be reimbursed in full (without duplication of amounts reimbursable under used to repay such Reimbursement Obligation. If, for any reason, the foregoing clause (i)), (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid Company fails to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due repay a Reimbursement Obligation on the date of presentation of an invoice therefor day such Reimbursement Obligation arises and, for any reason, the Banks are unable to the Subordination Agent and US Airways and make or have no obligation to the extent not paid)make Loans, (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation then such Reimbursement Obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) bear interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement (A) shall not include any amounts that the Policy Provider is entitled to receive by virtue of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) shall be payable only from and to the extent of the funds available under and after such day, until paid in full, at the time and in the priority specified therefor in Sections 2.4(binterest rate applicable to Floating Rate Loans pursuant to Section 2.06(A), 3.2 and 3.3 hereof, as applicable.

Reimbursement Obligation. The Policy Provider Company agrees unconditionally, irrevocably and absolutely to pay immediately to the Administrative Agent, for the account of the Revolving Lenders, the amount of each advance drawn under or pursuant to a Letter of Credit (regardless of whether the account party in respect thereof is the Company or a Subsidiary) or an L/C Draft related thereto (such obligation of the Company to reimburse the Administrative Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a “Reimbursement Obligation” with respect to such Letter of Credit or L/C Draft; it being understood and agreed that any Letter of Credit issued for the account of a Subsidiary shall be entitled deemed to be issued for the account of the Company and the Company’s Reimbursement Obligation in respect of such Letter of Credit or L/C Draft shall remain unconditional, irrevocable and absolute), each such reimbursement to be made by the Company no later than the Business Day on which the applicable Issuing Bank makes payment of each such L/C Draft or, if the Company shall have received notice of a Reimbursement Obligation later than 9:00 a.m. (Chicago time) on any Business Day or on a day which is not a Business Day, no later than 12:00 noon (Chicago time), on the immediately following Business Day or, in full the case of any other draw on a Letter of Credit, the date specified in the demand of such Issuing Bank; provided, that upon any payment by an Issuing Bank pursuant to a Letter of Credit, subject to the conditions to borrowing set forth herein, the Company shall be deemed to have automatically requested in accordance with Section 2.1 that the Reimbursement Obligation with respect thereto be financed with Revolving Loans equal in amount to the Dollar Amount of such Reimbursement Obligation (and, to the extent so financed, the Company’s obligation to make such reimbursement shall be discharged and replaced by the resulting Revolving Loans); provided, further, that if any Revolving Lender shall fail to make available to the Administrative Agent its required Revolving Loan, the Company shall repay the amount of the Reimbursement Obligation then outstanding due to such failure within three (3) Business Days of demand therefor by the Administrative Agent (and, to the extent so repaid, no Default shall have occurred in respect of such Reimbursement Obligation). If the Company fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable payment made by an Issuing Bank pursuant to a Letter of Credit, the payment then due from the Company in respect thereof and such Revolving Lender’s Revolving Loan Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Revolving Loan Pro Rata Share of the payment then due from the Company, in the same manner as provided in Section 2.6 with respect to Revolving Loans made by such Revolving Lender (and Section 2.6 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for (i) any payment made by the Policy Provider under the Policy in an amount equal to the sum of the amount so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date payment is made under the Policy, (ii) if the Policy Provider has, such Issuing Bank pursuant to a Letter of Credit (other than the proviso to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate funding of the Base Rate plus 1% per annum) on the unreimbursed amount of such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable under the foregoing clause (i)), (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay Revolving Loans or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways and to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement (Aa Swing Line Loan as contemplated above) shall not include any amounts that constitute a Loan and shall not relieve the Policy Provider is entitled Company of its obligation to receive reimburse such payment made by virtue such Issuing Bank pursuant to such Letter of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) shall be payable only from and to the extent of the funds available under and at the time and in the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereof, as applicableCredit.

Reimbursement Obligation. The Policy Provider shall Each of the Borrowers agrees unconditionally, irrevocably and absolutely upon receipt of notice from the Administrative Agent or the applicable Issuing Lender to pay immediately to the Administrative Agent, for the account of the applicable Issuing Lender or the account of the Lenders, as the case may be, the amount of each advance which may be entitled drawn under or pursuant to reimbursement in full a Letter of Credit issued for its account or an L/C Draft related thereto (i) any such obligation of each of the Borrowers to reimburse the Issuing Lender or the Administrative Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with respect to such Letter of Credit or L/C Draft), each such payment to be made by the Policy Provider under the Policy in an amount equal applicable Borrower to the sum of the amount so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date payment is made under the Policy, Administrative Agent no later than 2:00 p.m. (ii) if the Policy Provider has, pursuant to the proviso to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annumDetroit time) on the unreimbursed amount Business Day on which the applicable Issuing Lender makes payment of each such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable under the foregoing clause (i))L/C Draft or, (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways and to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each any other draw on a Letter of Credit, 2:00 p.m. (Detroit time) on the date specified in a demand by the Administrative Agent. Any Issuing Lender may direct the Administrative Agent to make such demand with respect to Letters of Credit issued by such Issuing Lender. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 2.23, such Borrower shall be deemed to have elected to borrow a Revolving Loan from the Lenders, as of the foregoing clauses (i)date of the Advance giving rise to the Reimbursement Obligation equal in amount to the amount of the unpaid Reimbursement Obligation. Such Revolving Loan shall be made as of the date of the payment giving rise to such Reimbursement Obligation, (ii)automatically, (iii)without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Revolving Loans if such Borrower shall have failed to make such payment to the Administrative Agent for the account of the applicable Issuing Lender prior to such time. Such Revolving Loans shall constitute a Base Rate Advance, (iv)the proceeds of which Advance shall be used to repay such Reimbursement Obligation. If, (v) and (vi)for any reason, such reimbursement (A) Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to make or have no obligation to make a Revolving Loan, then such Reimbursement Obligation shall not include any amounts that the Policy Provider is entitled to receive by virtue of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) shall be payable only bear interest from and to the extent of the funds available under and after such day, until paid in full, at the time and in the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereof, as applicableinterest rate applicable to a Base Rate Advance.

Reimbursement Obligation. The Policy Provider Company agrees unconditionally, irrevocably and absolutely to pay immediately to the Administrative Agent, for the account of the Lenders, the amount of each advance drawn under or pursuant to a Letter of Credit (regardless of whether the account party in respect thereof is the Company or a Subsidiary) or an L/C Draft related thereto (such obligation of the Company to reimburse the Administrative Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a “Reimbursement Obligation” with respect to such Letter of Credit or L/C Draft; it being understood and agreed that any Letter of Credit issued for the account of a Subsidiary shall be entitled deemed to be issued for the account of the Company and the Company’s Reimbursement Obligation in respect of such Letter of Credit or L/C Draft shall remain unconditional, irrevocable and absolute), each such reimbursement to be made by the Company no later than the Business Day on which the applicable Issuing Bank makes payment of each such L/C Draft or, if the Company shall have received notice of a Reimbursement Obligation later than 9:00 a.m. (Chicago time) on any Business Day or on a day which is not a Business Day, no later than 12:00 noon (Chicago time), on the immediately following Business Day or, in full the case of any other draw on a Letter of Credit, the date specified in the demand of such Issuing Bank; provided, that upon any payment by an Issuing Bank pursuant to a Letter of Credit, subject to the conditions to borrowing set forth herein, the Company shall be deemed to have automatically requested in accordance with Section 2.1 that the Reimbursement Obligation with respect thereto be financed with Revolving Loans equal in amount to the Dollar Amount of such Reimbursement Obligation (and, to the extent so financed, the Company’s obligation to make such reimbursement shall be discharged and replaced by the resulting Revolving Loans); provided, further, that if any Lender shall fail to make available to the Administrative Agent its required Revolving Loan, the Company shall repay the amount of the Reimbursement Obligation then outstanding due to such failure within three (3) Business Days of demand therefor by the Administrative Agent (and, to the extent so repaid, no Default shall have occurred in respect of such Reimbursement Obligation). If the Company fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable payment made by an Issuing Bank pursuant to a Letter of Credit, the payment then due from the Company in respect thereof and such Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Pro Rata Share of the payment then due from the Company, in the same manner as provided in Section 2.6 with respect to Loans made by such Lender (and Section 2.6 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for (i) any payment made by the Policy Provider under the Policy in an amount equal to the sum of the amount so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date payment is made under the Policy, (ii) if the Policy Provider has, such Issuing Bank pursuant to a Letter of Credit (other than the proviso to Section 2.6(c), paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate funding of the Base Rate plus 1% per annum) on the unreimbursed amount of such payment from and including the date of such payment to but excluding the date such payment shall be reimbursed in full (without duplication of amounts reimbursable under the foregoing clause (i)), (iii) any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay Revolving Loans or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements), in connection with the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways and to the extent not paid), (iv) all Rating Agency fees, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), and (vi) interest on Policy Drawings to the extent provided in the definition of "Policy Provider Obligations" herein; provided, that in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v) and (vi), such reimbursement (Aa Swing Line Loan as contemplated above) shall not include any amounts that constitute a Loan and shall not relieve the Policy Provider is entitled Company of its obligation to receive reimburse such payment made by virtue such Issuing Bank pursuant to such Letter of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G Trust, including, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and (B) shall be payable only from and to the extent of the funds available under and at the time and in the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereof, as applicableCredit.