Common use of Agreement to Repay Tranche 2 Letter of Credit Drawings Clause in Contracts

Agreement to Repay Tranche 2 Letter of Credit Drawings. (a) Each Designated Subsidiary Borrower agrees to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, by making payment to the Administrative Agent in immediately available funds in the currency in which such Tranche 2 Letter of Credit was issued at the Payment Office, for any payment or disbursement made by it under any Tranche 2 Letter of Credit which has been issued for such Designated Subsidiary Borrower’s account (each such amount so paid or disbursed until reimbursed, a “Tranche 2 Unpaid Drawing”) no later than one Business Day (or, in the case of any Tranche 2 Letter of Credit denominated in a currency other than Dollars, three Business Days) following the date of such payment or disbursement, with interest on the amount so paid or disbursed, to the extent not reimbursed prior to (i) in the case of Tranche 2 Letters of Credit not issued in the United Kingdom, 1:00 P.M. (New York time) and (ii) in the case of Letters of Credit issued in the United Kingdom, 1:00 P.M. (London time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date of reimbursement therefor at a rate per annum which shall be (i) for the Tranche 2 Letters of Credit denominated in Dollars, the Base Rate plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Base Rate Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Base Rate Loans) or (ii) for Tranche 2 Letters of Credit denominated in an Optional Currency, the Overnight Eurodollar Rate for such Optional Currency plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Eurodollar Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Eurodollar Loans) (plus an additional 2% per annum, payable on demand, if not reimbursed by the third Business Day after the date such reimbursement is due). (b) Each Designated Subsidiary Borrower’s obligation under this Section 2B.03 to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, with respect to Tranche 2 Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which such Designated Subsidiary Borrower may have or have had against such Tranche 2 Lender or such Issuing Lender, as the case may be, or the Issuing Agent, including, without limitation, any defense based upon the failure of any drawing under a Tranche 2 Letter of Credit to conform to the terms of the Tranche 2 Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that no Designated Subsidiary Borrower shall be obligated to reimburse any Tranche 2 Lender or such Issuing Lender, as the case may be, for any wrongful payment made by it under a Tranche 2 Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Tranche 2 Letter of Credit Drawings. (a) Each Designated Subsidiary Tranche 2/3 Borrower agrees to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, by making payment to the Administrative Agent in immediately available funds in the currency in which such Tranche 2 Letter of Credit was issued at the Payment Office, for any payment or disbursement made by it such Tranche 2 Lender under any Tranche 2 Letter of Credit which has been issued for such Designated Subsidiary Tranche 2/3 Borrower’s account (each such amount so paid or disbursed until reimbursedreimbursed by such Tranche 2/3 Borrower, a “Tranche 2 Unpaid Drawing”) no later than one Business Day (or, in the case of any Tranche 2 Letter of Credit denominated in a currency other than Dollars, three Business Days) following the date of such payment or disbursement, with interest on the amount so paid or disburseddisbursed by such Tranche 2 Lender, to the extent not reimbursed prior to (i) in the case of Tranche 2 Letters of Credit not issued in the United Kingdom, 1:00 P.M. p.m. (New York time) and (ii) in the case of Letters of Credit issued in the United Kingdom, 1:00 P.M. (London time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date of reimbursement such Tranche 2 Lender is reimbursed therefor at a rate per annum which shall be (i) for the Tranche 2 Letters of Credit denominated in Dollars, the Alternative Base Rate plus the Applicable Margin Rate for Tranche 2 Revolving Loans maintained as Base Rate ABR Loans as in effect from time to time time; provided that (orx) if all or a portion of the principal amount of any such payment or disbursement shall not be paid when due, such overdue amount shall bear interest at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, or in the case of a Loan in Dollars, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaidsuch rate is greater, the Applicable Margin that would have been Federal Funds Effective Rate plus an additional 2% per annum and (y) if all or a portion of any interest payable on such payment or disbursement shall not be paid when due, such overdue amount shall bear interest at rate determined by the Administrative Agent in effect for Tranche 2 Revolving Loans maintained as Base Rate Loans) accordance with banking industry rules on interbank compensation, or (ii) for Tranche 2 Letters in the case of Credit denominated a Loan in an Optional CurrencyDollars, if such rate is greater, the Overnight Eurodollar Federal Funds Effective Rate for such Optional Currency plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Eurodollar Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Eurodollar Loans) (plus an additional 2% per annum, in each case with respect to clauses (x) and (y) above, payable on demand, if not reimbursed by the third Business Day after the date of such reimbursement is duepayment or disbursement). (b) Each Designated Subsidiary Tranche 2/3 Borrower’s obligation under this Section 2B.03 3B.03 to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, with respect to Tranche 2 Unpaid Drawings (including, in each case, interest thereon) of such Tranche 2/3 Borrower shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which such Designated Subsidiary Tranche 2/3 Borrower may have or have had against such Tranche 2 Lender or such Issuing Lender, as the case may be, or the Issuing Agent, including, without limitation, any defense based upon the failure of any drawing under a Tranche 2 Letter of Credit to conform to the terms of the Tranche 2 Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that no Designated Subsidiary Tranche 2/3 Borrower shall be obligated to reimburse any Tranche 2 Lender or such Issuing Lender, as the case may be, for any wrongful payment made by it such Tranche 2 Lender under a Tranche 2 Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Tranche 2 Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Tranche 2 Letter of Credit Drawings. (a) Each Designated Subsidiary Borrower agrees to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, by making payment to the Administrative Agent in immediately available funds in the currency in which such Tranche 2 Letter of Credit was issued at the Payment Office, for any payment or disbursement made by it such Tranche 2 Lender under any Tranche 2 Letter of Credit which has been issued for such Designated Subsidiary Borrower’s 's account (each such amount so paid or disbursed until reimbursed, a “"Tranche 2 Unpaid Drawing”") no later than one Business Day (or, in the case of any Tranche 2 Letter of Credit denominated in a currency other than Dollars, three Business Days) following the date of such payment or disbursement, with interest on the amount so paid or disburseddisbursed by such Tranche 2 Lender, to the extent not reimbursed prior to (i) in the case of Tranche 2 Letters of Credit not issued in the United Kingdom, 1:00 P.M. (New York time) and (ii) in the case of Letters of Credit issued in the United Kingdom, 1:00 P.M. (London time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date of reimbursement such Tranche 2 Lender is reimbursed therefor at a rate per annum which shall be (i) for the Tranche 2 Letters of Credit denominated in Dollars, the Base Rate plus the Applicable Margin for Tranche 2 1 Revolving Loans maintained as Base Rate Loans as in effect from time to time (or, if the Total Tranche 2 1 Commitment has been terminated and all Tranche 2 1 Revolving Loans have been repaidrepaid or converted to Tranche 1 Term Loans, the Applicable Margin that would have been in effect for Tranche 2 1 Revolving Loans maintained as Base Rate Loans) or (ii) for Tranche 2 Letters of Credit denominated in an Optional Currency, the Overnight Eurodollar Rate for such Optional Currency plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Eurodollar Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Eurodollar Loans) (plus an additional 2% per annum, payable on demand, if not reimbursed by the third Business Day after the date of such reimbursement is duepayment or disbursement). (b) Each Designated Subsidiary Borrower’s 's obligation under this Section 2B.03 to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, with respect to Tranche 2 Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which such Designated Subsidiary Borrower may have or have had against such Tranche 2 Lender or such Issuing Lender, as the case may be, or the Issuing Agent, including, without limitation, any defense based upon the failure of any drawing under a Tranche 2 Letter of Credit to conform to the terms of the Tranche 2 Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that no Designated Subsidiary Borrower shall be obligated to reimburse any Tranche 2 Lender or such Issuing Lender, as the case may be, for any wrongful payment made by it such Tranche 2 Lender under a Tranche 2 Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Tranche 2 Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Tranche 2 Letter of Credit Drawings. (a) Each Designated Subsidiary Borrower agrees to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, by making payment to the Administrative Agent in immediately available funds in the currency in which such Tranche 2 Letter of Credit was issued at the Payment Office, for any payment or disbursement made by it such Tranche 2 Lender under any Tranche 2 Letter of Credit which has been issued for such Designated Subsidiary Borrower’s 's account (each such amount so paid or disbursed until reimbursed, a “"Tranche 2 Unpaid Drawing”") no later than one Business Day (or, in the case of any Tranche 2 Letter of Credit denominated in a currency other than Dollars, three Business Days) following the date of such payment or disbursement, with interest on the amount so paid or disburseddisbursed by such Tranche 2 Lender, to the extent not reimbursed prior to (i) in the case of Tranche 2 Letters of Credit not issued in the United Kingdom, 1:00 P.M. (New York time) and (ii) in the case of Letters of Credit issued in the United Kingdom, 1:00 P.M. (London time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date of reimbursement such Tranche 2 Lender is reimbursed therefor at a rate per annum which shall be (i) for the Tranche 2 Letters of Credit denominated in Dollars, the Base Rate plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Base Rate Loans as in effect from time to time (or, if the Total Tranche 2 1 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaidrepaid or converted to Term Loans, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Base Rate Loans) or (ii) for Tranche 2 Letters of Credit denominated in an Optional Currency, the Overnight Eurodollar Rate for such Optional Currency plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Eurodollar Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Eurodollar Loans) (plus an additional 2% per annum, payable on demand, if not reimbursed by the third Business Day after the date of such reimbursement is duepayment or disbursement). (b) Each Designated Subsidiary Borrower’s 's obligation under this Section 2B.03 to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, with respect to Tranche 2 Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which such Designated Subsidiary Borrower may have or have had against such Tranche 2 Lender or such Issuing Lender, as the case may be, or the Issuing Agent, including, without limitation, any defense based upon the failure of any drawing under a Tranche 2 Letter of Credit to conform to the terms of the Tranche 2 Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that no Designated Subsidiary Borrower shall be obligated to reimburse any Tranche 2 Lender or such Issuing Lender, as the case may be, for any wrongful payment made by it such Tranche 2 Lender under a Tranche 2 Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Tranche 2 Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Tranche 2 Letter of Credit Drawings. (a) Each Designated Subsidiary Tranche 2/3 Borrower agrees to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, by making payment to the Administrative Agent in immediately available funds in the currency in which such Tranche 2 Letter of Credit was issued at the Payment Office, for any payment or disbursement made by it such Tranche 2 Lender under any Tranche 2 Letter of Credit which has been issued for such Designated Subsidiary Tranche 2/3 Borrower’s account (each such amount so paid or disbursed until reimbursedreimbursed by such Tranche 2/3 Borrower, a “Tranche 2 Unpaid Drawing”) no later than one Business Day (or, in the case of any Tranche 2 Letter of Credit denominated in a currency other than Dollars, three Business Days) following the date of such payment or disbursement, with interest on the amount so paid or disburseddisbursed by such Tranche 2 Lender, to the extent not reimbursed prior to (i) in the case of Tranche 2 Letters of Credit not issued in the United Kingdom, 1:00 P.M. p.m. (New York time) and (ii) in the case of Letters of Credit issued in the United Kingdom, 1:00 P.M. (London time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date of reimbursement such Tranche 2 Lender is reimbursed therefor at a rate per annum which shall be (i) for the Tranche 2 Letters of Credit denominated in Dollars, the Alternative Base Rate plus the Applicable Margin Rate for Tranche 2 Revolving Loans maintained as Base Rate ABR Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Base Rate Loans) or (ii) for Tranche 2 Letters of Credit denominated in an Optional Currency, the Overnight Eurodollar Rate for such Optional Currency plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Eurodollar Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Eurodollar Loans) (plus an additional 2% per annum, payable on demand, if not reimbursed by the third Business Day after the date of such reimbursement is duepayment or disbursement). (b) Each Designated Subsidiary Tranche 2/3 Borrower’s obligation under this Section 2B.03 3B.03 to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, with respect to Tranche 2 Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which such Designated Subsidiary Tranche 2/3 Borrower may have or have had against such Tranche 2 Lender or such Issuing Lender, as the case may be, or the Issuing Agent, including, without limitation, any defense based upon the failure of any drawing under a Tranche 2 Letter of Credit to conform to the terms of the Tranche 2 Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that no Designated Subsidiary Tranche 2/3 Borrower shall be obligated to reimburse any Tranche 2 Lender or such Issuing Lender, as the case may be, for any wrongful payment made by it such Tranche 2 Lender under a Tranche 2 Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Tranche 2 Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Tranche 2 Letter of Credit Drawings. (a) Each Designated Subsidiary Borrower agrees to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, by making payment to the Administrative Agent in immediately available funds in the currency in which such Tranche 2 Letter of Credit was issued at the Payment Office, for any payment or disbursement made by it under any Tranche 2 Letter of Credit which has been issued for such Designated Subsidiary Borrower’s account (each such amount so paid or disbursed until reimbursed, a “Tranche 2 Unpaid Drawing”) no later than one (1) Business Day (or, in the case of any Tranche 2 Letter of Credit denominated in a currency other than Dollars, three (3) Business Days) following the date of such payment or disbursement, with interest on the amount so paid or disbursed, to the extent not reimbursed prior to (i) in the case of Tranche 2 Letters of Credit not issued in the United Kingdom, 1:00 P.M. (New York time) and (ii) in the case of Letters of Credit issued in the United Kingdom, 1:00 P.M. (London time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date of reimbursement therefor at a rate per annum which shall be (ix) for the Tranche 2 Letters of Credit denominated in Dollars, the Base Rate plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Base Rate Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Base Rate Loans) or (iiy) for Tranche 2 Letters of Credit denominated in an Optional Currency, the Overnight Eurodollar Rate for such Optional Currency plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Eurodollar Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Eurodollar Loans) (plus an additional 2% per annum, payable on demand, if not reimbursed by the third Business Day after the date such reimbursement is due). (b) Each Designated Subsidiary Borrower’s obligation under this Section 2B.03 to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, with respect to Tranche 2 Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which such Designated Subsidiary Borrower may have or have had against such Tranche 2 Lender or such Issuing Lender, as the case may be, or the Issuing Agent, including, without limitation, any defense based upon the failure of any drawing under a Tranche 2 Letter of Credit to conform to the terms of the Tranche 2 Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that no Designated Subsidiary Borrower shall be obligated to reimburse any Tranche 2 Lender or such Issuing Lender, as the case may be, for any wrongful payment made by it under a Tranche 2 Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Tranche 2 Letter of Credit Drawings. (a) Each Designated Subsidiary Borrower agrees to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, by making payment to the Administrative Agent in immediately available funds in the currency in which such Tranche 2 Letter of Credit was issued at the Payment Office, for any payment or disbursement made by it such Tranche 2 Lender under any Tranche 2 Letter of Credit which has been issued for such Designated Subsidiary Borrower’s account (each such Back to Contents amount so paid or disbursed until reimbursed, a “Tranche 2 Unpaid Drawing”) no later than one Business Day (or, in the case of any Tranche 2 Letter of Credit denominated in a currency other than Dollars, three Business Days) following the date of such payment or disbursement, with interest on the amount so paid or disburseddisbursed by such Tranche 2 Lender, to the extent not reimbursed prior to (i) in the case of Tranche 2 Letters of Credit not issued in the United Kingdom, 1:00 P.M. (New York time) and (ii) in the case of Letters of Credit issued in the United Kingdom, 1:00 P.M. (London time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date of reimbursement such Tranche 2 Lender is reimbursed therefor at a rate per annum which shall be (i) for the Tranche 2 Letters of Credit denominated in Dollars, the Base Rate plus the Applicable Margin for Tranche 2 1 Revolving Loans maintained as Base Rate Loans as in effect from time to time (or, if the Total Tranche 2 1 Commitment has been terminated and all Tranche 2 1 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 1 Revolving Loans maintained as Base Rate Loans) or (ii) for Tranche 2 Letters of Credit denominated in an Optional Currency, the Overnight Eurodollar Rate for such Optional Currency plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Eurodollar Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Eurodollar Loans) (plus an additional 2% per annum, payable on demand, if not reimbursed by the third Business Day after the date of such reimbursement is duepayment or disbursement). (b) Each Designated Subsidiary Borrower’s obligation under this Section 2B.03 to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, with respect to Tranche 2 Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which such Designated Subsidiary Borrower may have or have had against such Tranche 2 Lender or such Issuing Lender, as the case may be, or the Issuing Agent, including, without limitation, any defense based upon the failure of any drawing under a Tranche 2 Letter of Credit to conform to the terms of the Tranche 2 Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that no Designated Subsidiary Borrower shall be obligated to reimburse any Tranche 2 Lender or such Issuing Lender, as the case may be, for any wrongful payment made by it such Tranche 2 Lender under a Tranche 2 Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Tranche 2 Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Tranche 2 Letter of Credit Drawings. (a) Each Designated Subsidiary Tranche 2/3 Borrower agrees to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, by making payment to the Administrative Agent in immediately available funds in the currency in which such Tranche 2 Letter of Credit was issued at the Payment Office, for any payment or disbursement made by it such Tranche 2 Lender under any Tranche 2 Letter of Credit which has been issued for such Designated Subsidiary Tranche 2/3 Borrower’s account (each such amount so paid or disbursed until reimbursed, a “Tranche 2 Unpaid Drawing”) no later than one Business Day (or, in the case of any Tranche 2 Letter of Credit denominated in a currency other than Dollars, three Business Days) following the date of such payment or disbursement, with interest on the amount so paid or disburseddisbursed by such Tranche 2 Lender, to the extent not reimbursed prior to (i) in the case of Tranche 2 Letters of Credit not issued in the United Kingdom, 1:00 P.M. (New York time) and (ii) in the case of Letters of Credit issued in the United Kingdom, 1:00 P.M. (London time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date of reimbursement such Tranche 2 Lender is reimbursed therefor at a rate per annum which shall be (i) for the Tranche 2 Letters of Credit denominated in Dollars, the Alternative Base Rate plus the Applicable Margin Rate for Tranche 2 Revolving Loans maintained as Base Rate ABR Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Base Rate Loans) or (ii) for Tranche 2 Letters of Credit denominated in an Optional Currency, the Overnight Eurodollar Rate for such Optional Currency plus the Applicable Margin for Tranche 2 Revolving Loans maintained as Eurodollar Loans as in effect from time to time (or, if the Total Tranche 2 Commitment has been terminated and all Tranche 2 Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Tranche 2 Revolving Loans maintained as Eurodollar Loans) (plus an additional 2% per annum, payable on demand, if not reimbursed by the third Business Day after the date of such reimbursement is duepayment or disbursement). (b) Each Designated Subsidiary Tranche 2/3 Borrower’s obligation under this Section 2B.03 3B.03 to reimburse each Tranche 2 Lender or the relevant Issuing Lender, as the case may be, with respect to Tranche 2 Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which such Designated Subsidiary Tranche 2/3 Borrower may have or have had against such Tranche 2 Lender or such Issuing Lender, as the case may be, or the Issuing Agent, including, without limitation, any defense based upon the failure of any drawing under a Tranche 2 Letter of Credit to conform to the terms of the Tranche 2 Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that no Designated Subsidiary Tranche 2/3 Borrower shall be obligated to reimburse any Tranche 2 Lender or such Issuing Lender, as the case may be, for any wrongful payment made by it such Tranche 2 Lender under a Tranche 2 Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Tranche 2 Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).