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. (a) The Policy Provider Issuing Entity agrees absolutely and unconditionally to reimburse the Insurer for any amounts paid by the Insurer under the Ambac Policy, plus the amount of any other due and payable and unpaid Reimbursement Amounts (as defined in the Ambac Policy), which reimbursement shall be entitled to reimbursement in full due and payable on the date that any such amount is paid thereunder from amounts available for (i) any such payment made by the Policy Provider under the Policy Indenture and the Sale and Servicing Agreement, in an amount equal to the sum of the amount amounts so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due together (without duplication) with interest on any and owing all amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) Each of the Issuing Entity, the Seller and UACC agrees, jointly and severally, to pay to the Insurer, promptly, but in no event later than 30 days after demand thereof, as follows: any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incurexpenses, including reasonable attorneys' ’ and accountants' ’ fees and expenses (without duplication of amounts paid to expenses, that the Policy Provider in respect of the Operative Agreements), Insurer may pay or incur in connection with the Transaction Documents, including (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsTransaction Documents, 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 including any time after the Closing Date (without duplication of amounts paid to the Policy Provider insolvency proceeding in respect of any United Party or any Affiliate thereof) relating to any of the Operative AgreementsTransaction Documents, any party to any of the Transaction Documents (in its capacity as such a party) in connection with or the Policy Provider Agreement Transaction, the costs and fees of inspections by the Insurer or audits or field examinations by accountants and the transactions ongoing administration of the Transaction pursuant to the Transaction Documents, or (ii) any amendment, waiver or other similar action with respect to, or related to, any Transaction Document, whether or not executed or completed. (c) Each of the Issuing Entity, the Seller and UACC agrees, jointly and severally, to pay to the party to whom such amounts are owed on demand interest at the Late Payment Rate on any and all amounts described herein (which reimbursement obligation shall be due on in Sections 3.3(b) and 3.4 after the date of presentation of an invoice therefor to the Subordination Agent such amounts become due 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 payable until payment thereof 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 applicablefull.

Reimbursement Obligation. The Policy Provider (a) In accordance with the priorities established in Section 5.04(b) and (c) and Section 8.02 (e), as applicable, of the Indenture and in accordance with this Insurance and Indemnity Agreement, the Note Insurer shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider Note Insurer under the Policy Note Guaranty Insurance Policy, which reimbursement shall be due and payable on the date that any amount is paid thereunder, in an amount equal to the sum of the amount to be so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due together with interest on any and owing all amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Insurer Payment Rate. (iiib) The Issuer and FMC agree, severally and not jointly, to pay to the Note Insurer as follows: any and all charges, fees, costs and expenses and disbursements that the Policy Provider Note Insurer may reasonably pay or incur, including reasonable including, but not limited to, attorneys' ’ and accountants' ’ fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements)expenses, in connection with (i) any accounts established to facilitate payments under the Note Guaranty Insurance Policy to the extent the Note Insurer has not been immediately reimbursed on the date that any amount is paid by the Note Insurer under the Note Guaranty Insurance Policy, (ii) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsBasic Documents, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the date Basic Documents, any party to any of presentation of an invoice therefor to the Subordination Agent and US Airways and to Basic Documents, in its capacity as such a party, or the extent Transaction, (iii) any amendment, waiver or other action with respect to, or related to, any Basic Document, whether or not paid)executed or completed, or (iv) preparation of bound volumes of the Basic Documents. The Note Insurer reserves the right to charge a reasonable fee as a condition to executing any waiver or consent proposed in respect of any of the Basic Documents. (c) The Issuer and FMC agree, severally and not jointly, to pay to the Note Insurer as follows: interest on any and all Rating Agency feesamounts described in subclause (b) of this Section 3.03 from the date payable or paid by the Issuer until payment thereof in full and interest on any and all amounts described in Section 3.02 hereof from the date due until payment thereof in full; and each of the Issuer and FMC agree to pay to the Note Insurer interest on any and all amounts described in Section 3.04 hereof due from such party from the date due until payment thereof in full, expenses and disbursements in each case referred to in this Section 3.03(c), payable to the Note Insurer at the Insurer Payment Rate per annum. (d) The Issuer agrees to reimburse the Note Insurer any amounts advanced to the Issuer by the Note Insurer in respect of any amounts payable by the Policy Provider at any time after the Closing Date (without duplication of amounts paid Issuer pursuant to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement Notes or any other Basic Documents. All such amounts are to be immediately due and the transactions described herein (which reimbursement obligation shall be due payable 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 (dates indicated 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 applicabledemand.

Reimbursement Obligation. (a) The Policy Provider Issuer agrees absolutely and unconditionally to reimburse the Insurer for any amounts paid by the Insurer under the FSA Policy, plus the amount of any other due and payable and unpaid Reimbursement Amounts, which reimbursement shall be entitled to reimbursement in full for (i) due and payable, on the date that any payment made by the Policy Provider under the Policy such amount is paid thereunder in an amount equal to the sum of the amount amounts so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due together (without duplication) with interest on any and owing all amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) Each of the Issuer and Triad agrees, jointly and severally, to pay to the Insurer, promptly, but in no event later than 30 days after demand thereof, as follows: any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incurexpenses, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to expenses, that the Policy Provider in respect of the Operative Agreements), Insurer may pay or incur in connection with the Transaction Documents, including (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsTransaction Documents, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due including any insolvency proceeding in respect of any Triad Party or any Affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents (in its capacity as such a party) or the Transaction, the costs and fees of inspections by the Insurer or audits or field examinations by accountants and the ongoing administration of the Transaction pursuant to the Transaction Documents, or (ii) any amendment, waiver or other similar action with respect to, or related to, any Transaction Document, whether or not executed or completed. (c) Each of the Issuer and Triad agrees, jointly and severally, to pay to the party to whom such amounts are owed on demand interest at the Late Payment Rate on any and all amounts described in Sections 3.3(b) and 3.4 after the date of presentation of an invoice therefor to the Subordination Agent such amounts become due and US Airways and to the extent not paid), payable until payment thereof in full. (ivd) all Rating Agency fees, expenses and disbursements The Insurer acknowledges that any amounts payable by the Policy Provider at any time after the Closing Date (without duplication Issuer pursuant to Sections 3.3(a), 3.3(b), 3.3(c) or 3.4(b) herein, are payable solely from amounts that are available to make such payments pursuant to clause FOURTH of amounts paid to the Policy Provider in respect Section 5.6(a) of the Operative AgreementsIndenture and Sections 5.7(a)(vi),(vii) in connection with the Policy Provider Agreement and the transactions described herein or (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (vx) 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 Sale 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 hereofServicing Agreement, as applicable.

Reimbursement Obligation. The Policy Provider (a) As and when due, from, and only from, the funds specified in Section 3.03 or Article VII of the Indenture, the Insurer shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider Insurer under either Policy, which reimbursement shall be due and payable on the Policy date that any amount is paid thereunder, 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 together with interest on any and owing all amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) IOS Capital agrees to pay to the Insurer, within 5 Business Days of receipt of an invoice, as follows: any and all charges, fees, costs and expenses and disbursements that the Policy Provider Insurer 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)expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsCompany Documents, 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 including any time after the Closing Date (without duplication of amounts paid to the Policy Provider insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Operative AgreementsCompany Documents, any party to any of the Company Documents (in its capacity as such a party) or the Transaction, or (ii) any amendment, waiver or other action with respect to, or related to, any Company Document (including, but not limited to, any action in connection with the Policy Provider Agreement issuance of additional indebtedness by the Issuer), whether or not executed or completed. (c) IOS Capital agrees to pay to the Insurer, within 5 Business Days of receipt of an invoice, as follows: interest on any and the transactions all amounts described herein in subclause (which reimbursement obligation shall be due on b) of this Section 3.03 from the date of presentation of an invoice therefor to the Subordination Agent payable or paid by such party until payment thereof in full, 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 interest on any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto amounts described in Section 3.02 (which reimbursement obligation shall be due on a) from the date of presentation of an invoice therefor to the Subordination Agent due until payment thereof in full and US Airways), and (vi) interest on Policy Drawings to the extent provided any and all amounts described 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.Section

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 (a) As and when due in accordance with and from the funds specified in Section 8.02 of the Indenture, the Insurer shall be entitled to reimbursement in full for the sum of (i) any payment made by the Policy Provider Insurer under the Policy Policy, which reimbursement shall be due and payable on the date that any amount is paid thereunder, in an amount equal to the sum of the amount to be 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 hasamounts set forth in paragraphs (b) and (c) below, pursuant together in each case with interest on any and all amounts remaining unreimbursed (to the proviso to Section 2.6(c)extent permitted by law, 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 if in respect of the Base Rate plus 1% per annumany unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) The Sponsor agrees to pay to the Insurer as follows: any and all charges, fees, costs and expenses and disbursements that the Policy Provider Insurer may reasonably pay or incur, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to but excluding Insured Payments made by the Policy Provider in respect of the Operative Agreements)Insurer, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsTransaction Documents, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation including any insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents (in its capacity as such a party) or the Transaction, or (ii) any amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed; provided that the Insurer shall not be due entitled to any fee for consenting to any supplemental indenture to convert the Note Rate on the date of presentation of Class A-2 Notes from an invoice therefor auction rate to a rate determined on a different basis. (c) In addition to the Subordination Agent Insurer's right to payment and US Airways reimbursement as set forth in Section 3.03(a) and (b), the Sponsor agrees to reimburse the Insurer (or the Issuing Entity, to the extent not paidthe Insurer has previously been reimbursed for such amount pursuant to Section 3.03(a)) as follows: (i) for payments made under the Policy, arising as a result of the Servicer's failure to deposit into the Collection Account or the Distribution Account any amount required to be so deposited pursuant to the Servicing Agreement together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate and (ivii) all Rating Agency fees, expenses and disbursements payable by for payments made under the Policy Provider at arising as a result of the Originator's or the Seller's, as applicable, failure to repurchase any time after Contract required to be repurchased pursuant to Section 3.7 of the Closing Date Asset Purchase Agreement together with interest on any and all amounts remaining unreimbursed (without duplication of amounts paid to the Policy Provider extent permitted by law, if in respect of the Operative Agreementsany unreimbursed amounts representing interest) in connection with the Policy Provider Agreement and the transactions described herein (which reimbursement obligation shall be due on from the date such amounts became due until paid in full (after as well as before judgment), at a rate of presentation of an invoice therefor interest equal to the Subordination Agent and US Airways), Late Payment Rate. (vd) 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 The Sponsor agrees to pay to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and Insurer as follows: interest on any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto amounts described in subclauses (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), (vb) and (vi), c) of this Section 3.03 from the date payable or paid by 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 party until payment thereof in connection with the enforcement of such rightsfull, and interest on any and all amounts described in Section 3.02(a) and (Bb) shall be payable only from the date due until payment thereof in full and to the extent of the funds available under interest on any and at the time and all amounts described in the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereof, as applicable.Section

Reimbursement Obligation. The Policy Provider (a) Subject to the limitations set forth in the Letter Agreement, the Issuer agrees absolutely and unconditionally to reimburse the Insurer for any amounts paid by the Insurer under the Policies, plus the amount of any other due and payable and unpaid Reimbursement Amounts (as defined in each Policy), which reimbursement shall be entitled to reimbursement in full for (i) due and payable on the date that any payment made by the Policy Provider under the Policy such amount is paid thereunder in an amount equal to the sum of the amount amounts so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due together (without duplication) with interest on any and owing all amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by Applicable Law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) UCI and the Issuer agree to pay to the Insurer, promptly, but in no event later than thirty (30) days after receipt of an invoice therefor, as follows: any and all charges, fees, costs and expenses and disbursements that the Policy Provider Insurer 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)expenses, in connection with the Related Documents (subject to any limitations contained in the Letter Agreement), including without limitation (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsRelated Documents, including defending, monitoring or participating in any litigation or Proceeding (including any insolvency 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 any participant in the Operative AgreementsTransactions or any Affiliate thereof) relating to any of the Related Documents, any party to any of the Related Documents (in connection with its capacity as such a party) or the Policy Provider Agreement Transactions, including without limitation the costs and fees of inspections by the Insurer or audits or field examinations by accountants and the transactions ongoing administration of the Transactions pursuant to the Related Documents, or (ii) any amendment, modification, supplement, termination, waiver or consent or other similar action with respect to, or related to, any Related Document, whether or not executed or completed. (c) Each of the Issuer and UCI agrees to pay to the Insurer, on demand, interest at the Late Payment Rate on any and all amounts described herein (which reimbursement obligation shall be due on in Sections 3.2, 3.3(b) and 3.4 after the date of presentation of an invoice therefor to the Subordination Agent such amounts become due 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 payable until payment thereof 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 applicablefull.

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 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 (a) As and when due in accordance with and from the funds specified in Sections 2.4(b), 3.2 and 3.3 of the Intercreditor Agreement, the Policy Provider shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider under the Policy or to the Liquidity Provider under Sections 2.6(c) or 3.7(c) of the Intercreditor Agreement, which reimbursement shall be due and payable on the date provided in such Sections, in an amount equal to the sum of the amount to be so paid and all other amounts previously paid that remain unreimbursed. In addition, which reimbursement amount to the extent that any such payment by the Policy Provider shall have been made as a result of a default by a Liquidity Provider in its obligation to make an Advance, as provided in the Intercreditor Agreement, the Policy Provider shall be due entitled to the payment of interest on such amounts to the extent, at the time and owing in the priority that the Liquidity Provider would have been paid pursuant to the Intercreditor Agreement had the Liquidity Provider made such Advance. (b) After the distribution to the Policy Provider on of all amounts distributable to it under the date Intercreditor Agreement, ATA agrees to reimburse the Policy Provider immediately, upon demand, to the extent of any payment is made under the PolicyPolicy or to the Liquidity Provider under Sections 2.6(c) or 3.7(c) of the Intercreditor Agreement, (ii) if less any amount in respect of such payment paid to and received by the Policy Provider has, pursuant to the proviso Operative Agreements. (c) ATA agrees to Section 2.6(c), paid pay to each Liquidity the Policy 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 (i) the enforcement, defense or preservation of any rights in respect of any of the Operative Agreementsthis Insurance Agreement, including defending, monitoring or participating in any litigation or proceeding and (which ii) any amendment, waiver or other action requested by ATA with respect to, or related to, any Operative Agreements or to any form document attached to any Operative Agreement as an exhibit, schedule or annex thereto, whether or not executed or completed. Provided that three Business Days' written notice of the intended payment or incurrence shall have been given to ATA by the Policy Provider, such 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)dates on which such charges, (iv) all Rating Agency fees, costs or expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts are 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) or 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 applicableProvider.

Reimbursement Obligation. The Policy Provider shall be entitled I understand that if I fail to reimbursement in full for (i) any payment meet certain obligations under the Lease, the Landlord will have the right to make a claim under the Lease Rental Bond Policy. For each claim that is made to and paid by the Policy Provider under Insurer, I will immediately reimburse the Policy in an Insurer for the 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 claim paid to the Policy Provider Landlord under the Lease Rental Bond Policy. I understand and agree that my obligation to reimburse the Insurer in respect of the Operative Agreements), in connection with the enforcement, defense or preservation event a claim is paid is entirely independent of any rights in respect of any or obligations I may have under the Lease. Within ten (10) days of the Operative Agreementsmailing of a written demand for reimbursement by or on behalf of the Insurer, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on I will immediately reimburse the date of presentation of an invoice therefor Insurer for all amounts paid by the Insurer to the Subordination Agent Landlord (the “Reimbursement Payment”). Any demand for reimbursement will be mailed to me via overnight delivery service at the address set forth below (or to any other address that the Insurer or its agents may have in its records for me). In the event that I fail to make the Reimbursement Payment, the Insurer will have the right to commence a lawsuit against me and US Airways and to may recover 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 Reimbursement Payment plus all attorneys fees and costs of collecting 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 Reimbursement Payment. I AGREE THAT (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 TrustSERVICE OF PROCESS IN ANY LAWSUIT TO COLLECT THE REIMBURSEMENT PAYMENT MAY BE MADE BY CERTIFIED MAIL, includingRETURN RECEIPT REQUESTED OR OVERNIGHT DELIVERY (AT THE INSURER’S SOLE OPTION) TO THE ADDRESS FOR NOTICES SET FORTH BELOW, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and 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 applicableI HEREBY WAIVE THE RIGHT TO A JURY TRIAL IN ANY SUCH LAWSUIT.

Reimbursement Obligation. The Policy Provider (a) Subject to the limitations set forth in the Letter Agreement, the Issuer agrees absolutely and unconditionally to reimburse the Insurer for any amounts paid by the Insurer under the Policies, plus the amount of any other due and payable and unpaid Reimbursement Amounts (as defined in each Policy), which reimbursement shall be entitled to reimbursement in full for (i) due and payable on the date that any payment made by the Policy Provider under the Policy such amount is paid thereunder in an amount equal to the sum of the amount amounts so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due together (without duplication) with interest on any and owing all amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by applicable law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) Universal and the Issuer agree to pay to the Insurer, promptly, but in no event later than 30 days after receipt of an invoice, as follows: any and all charges, fees, costs and expenses and disbursements (other than those covered under the Letter Agreement) that the Policy Provider Insurer 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)expenses, in connection with the Related Documents, including without limitation (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsRelated Documents, including defending, monitoring or participating in any litigation or Proceeding (including any insolvency 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 any Transaction participant or any affiliate thereof) relating to any of the Operative AgreementsRelated Documents, any party to any of the Related Documents (in its capacity as such a party) in connection with or the Policy Provider Agreement Transactions, including without limitation the costs and fees of inspections by the Insurer or audits or field examinations by accountants and the transactions ongoing administration of the Transactions pursuant to the Related Documents, or (ii) any amendment, waiver or other similar action with respect to, or related to, any Related Document, whether or not executed or completed. (c) Each of the Issuer and Universal agrees to pay to the Insurer on demand interest at the Late Payment Rate on any and all amounts described herein (which reimbursement obligation shall be due on in Sections 3.3(b) and 3.4 after the date of presentation of an invoice therefor to the Subordination Agent such amounts become due 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 payable until payment thereof 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 applicablefull.

Reimbursement Obligation. The (a) As and when due in accordance with and from the funds specified in Sections 2.04(b), 3.02 and 3.03 of the Intercreditor Agreement, the Policy Provider shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider under the Policy or to the Primary Liquidity Provider under Section 2.06(c) of the Intercreditor Agreement, which reimbursement shall be due and payable on the date provided in such Sections, in an amount equal to the sum of the amount to be so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due plus accrued and owing to the Policy Provider on unpaid interest thereon from the date payment is made under the Policy, such amounts became due until paid in full (ii) if the Policy Provider has, pursuant to the proviso to Section 2.6(cas well as before judgment), 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 a rate of interest equal to the Base Rate plus 1% per annum) on %. In addition, to the unreimbursed amount of extent that any such payment from and including by the date Policy Provider shall have been made as a result of such payment a default by a Primary Liquidity Provider in its obligation to but excluding make an Advance, as provided in the date such payment Intercreditor Agreement, the Policy Provider shall be reimbursed entitled to the payment of interest on such amounts to the extent, at the time and in full the priority that the Primary Liquidity Provider would have been paid pursuant to the Intercreditor Agreement had the Primary Liquidity Provider made such Advance, up to a maximum of six such payments by the Policy Provider. (without duplication of amounts reimbursable under b) [Reserved]. (c) American agrees to pay to the foregoing clause (i)), (iii) Policy Provider 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 (i) 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 and (which ii) any amendment, waiver or other action requested by American with respect to, or related to, any Operative Agreements or to any form document attached to any Operative Agreement as exhibit, schedule or annex thereto, whether or not executed or completed. Such reimbursement obligation shall be due on the date of presentation of an invoice therefor dates on which the Policy Provider has made a demand upon American with respect to the Subordination Agent and US Airways and to the extent not paid)such charges, (iv) all Rating Agency fees, costs, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts that have been 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) or 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 applicableProvider.

Reimbursement Obligation. The Policy Provider (a) As and when due in accordance with and from the funds specified in Sections 3.01(c)(x) and 3.02(v) of the Credit Agreement, as applicable, the Insurer shall be entitled to reimbursement in full for (i) any each and every payment made by the Policy Provider Insurer under the Policy and for each and every other Reimbursement Amount, which reimbursement shall be due and payable on the date that any amount is paid thereunder, in an amount equal to the sum of the amount to be so paid and all other amounts previously paid that remain unreimbursed, together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Each of the Borrower and MPROD agrees, severally and not jointly, to pay to the Insurer as follows: anything in Section 3.03(a) to the contrary notwithstanding, the Insurer shall be entitled to reimbursement from the Borrower and MPROD, respectively, and shall have full recourse against the Borrower and MPROD, respectively, for any payments made by the Insurer under the Policy arising as a result of (i) the Borrower’s or MPROD’s respective failure to pay or deposit any amount actually received by the Borrower or MPROD, respectively, and required to be paid over or deposited by it into the Collection Account, Borrower Blocked Account or Class A Liquidity Reserve Account pursuant to the Transaction Documents or (ii) the Borrower’s or MPROD’s respective failure to honor any demand for a payment referred to in clause (i) above made by the Collateral Agent under the Credit Agreement or the Master Agreement in accordance with the terms thereof, which reimbursement amount shall shall, in the case of either of the foregoing clauses (i) and (ii), be due and owing to the Policy Provider payable on the date that such payment is made under by the Policy, (ii) if the Policy Provider has, pursuant Insurer thereunder and in an amount equal 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 amounts of all other such payment to but excluding payments previously made by the date such payment shall be reimbursed in full (without duplication of amounts reimbursable Insurer arising under the foregoing clause (i)) or (ii) (other than as a result of any failure by the Borrower to pay amounts due under the Credit Agreement as a result of the failure of any Motion Picture to generate gross receipts sufficient to make payments when due and owing), (iii) together with interest on any and all such amounts remaining unreimbursed (including, to the extent permitted by law, any such unreimbursed amounts representing interest) from the date such amounts become due and payable until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (c) As and when due in accordance with and from the funds specified in Section 3.01(c)(i) of the Credit Agreement, the Borrower agrees to pay to the Insurer any and all reasonable charges, fees, costs and expenses and disbursements that the Policy Provider Insurer may reasonably pay or incur, including reasonable outside attorneys' ’ and accountants' ’ fees and expenses (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreements)expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsDocuments and/or the Policy, including defending, monitoring or participating in any litigation or proceeding (which including any insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Operative Documents or the Policy, any party to any of the Operative Documents (in its capacity as such a party) or the Transaction, (ii) the exercise of any right of the Insurer described in Section 2.02(c)(ii) hereof, or (iii) any amendment, waiver or other action with respect to, or related to, any Operative Document or the Policy, whether or not executed or completed. If three Business Days’ written notice of the intended payment or incurrence shall have been given to the Borrower by the Insurer, such 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)dates on which such charges, (iv) all Rating Agency fees, costs or expenses and disbursements payable are paid or incurred 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 Insurer; otherwise, such reimbursement obligation shall be due within three Business Days after the Borrower is notified thereof. (d) Each of the Borrower and MPROD, as applicable, agrees, severally and not jointly, to pay to the Insurer interest (without duplication) on any and all amounts payable by it described in subsections 3.03(b), 3.03(c) and 3.03(e) and Section 3.04 from the date of presentation of an invoice therefor to the Subordination Agent and US Airways)such amounts become due or, (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 subsection 3.03(c) or Section 3.04, are incurred or paid by the foregoing clauses Insurer until payment thereof in full (iafter as well as before judgment), at the Late Payment Rate. (iie) The Borrower agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, or advanced to, the Borrower or any Marvel Company at the Borrower’s written request, including any amounts payable by the Borrower or MPROD pursuant to any Operative Document (other than payments or advances made by the Insurer for principal and interest due under the Credit Agreement), (iii)on the date any such payment is made or advanced by the Insurer, (iv), (v) and (vi), such reimbursement (A) shall not include any amounts provided that the Policy Provider is entitled to receive by virtue of Insurer shall have given 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 hereofBorrower and/or MPROD, as applicable, three Business Days’ advance notice of the Insurer’s intention to make or advance such payments.

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. (a) The Policy Provider Issuer agrees absolutely and unconditionally to reimburse the Insurer for any amounts paid by the Insurer under the Ambac Policy, plus the amount of any other due and payable and unpaid Reimbursement Amounts (as defined in the Ambac Policy) which reimbursement shall be entitled to reimbursement in full due and payable on the date that any such amount is paid thereunder only from amounts available for (i) any such payment made by the Policy Provider under the Policy Indenture, in an amount equal to the sum of the amount amounts so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due together (without duplication) with interest on any and owing all amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) Alliance agrees to pay to the Insurer, promptly, but in no event later than 30 days after receipt of an invoice, as follows: any and all documented out-of-pocket (e.g., excluding internal legal or accounting expenses), charges, fees, costs and expenses and disbursements that the Policy Provider Insurer 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)expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsBasic Documents, 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 including any time after the Closing Date (without duplication of amounts paid to the Policy Provider insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Operative AgreementsBasic Documents, any party to any of the Basic Documents (in its capacity as such a party) or the Transaction, including without limitation the costs and fees of inspections by the Insurer or audits or field examinations by accountants, or (ii) any amendment, waiver or other similar action with respect to, or related to, any Basic Document, whether or not executed or completed. Notwithstanding anything in connection with the Policy Provider 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 contrary, provided that no Event of Default, Rapid Amortization Event or Servicer Default has occurred and US Airwaysis continuing, the reimbursable costs and expenses of the Insurer pursuant to Section 2.2(e), (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 Airways2.2(h), 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 (i2.6(c), (ii2.6(e), (iii), (iv), (v2.9(c) and (vi), such reimbursement (A2.9(e) shall not include exceed $25,000 in any amounts that period of twelve consecutive months. (c) Each of Alliance, the Policy Provider is entitled Seller and the Issuer agrees 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 pay to the extent of the funds available under and party to whom such amounts are owed on demand interest at the time Late Payment Rate on any and in the priority specified therefor all amounts described in Sections 2.4(b), 3.2 3.3(b) and 3.3 hereof, as applicable3.4 after the date such amounts become due and payable until payment thereof in full.

Reimbursement Obligation. The (a) As and when due in accordance with and from the funds specified in Sections 2.04(b), 3.02 and 3.03 of the Intercreditor Agreement, the Policy Provider shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider under the Policy to the Subordination Agent or to the Class G Liquidity Provider under Section 2.06(c) or 3.07(c) of the Intercreditor Agreement (the "Policy Payments"), which reimbursement shall be due and payable on the date provided in such Sections, in an amount equal to the sum of the amount to be so paid and all other amounts previously paid that remain unreimbursed. In addition, which reimbursement amount to the extent that any such payment by the Policy Provider shall have been made as a result of a default by the Class G Liquidity Provider in its obligation to make an Advance, as provided in the Intercreditor Agreement, the Policy Provider shall be due entitled to the payment of interest on such amounts to the extent, at the time and in the priority that the Class G Liquidity Provider would have been paid pursuant to Sections 2.04(b), 3.02 and 3.03 of the Intercreditor Agreement had the Class G Liquidity Provider made such Advance. (b) After the maturity date of the Series G Equipment Notes and following the sale or other disposition of the Collateral or the Series G Equipment Notes under all defaulted Indentures (the "Reimbursement Date"), and so long as there are no Liquidity Obligations owing to the Class G Liquidity Provider, if the Policy Provider has not been reimbursed in full for all Policy Payments under the Intercreditor Agreement, American agrees to reimburse the Policy Provider immediately, upon demand, to the extent of such Policy Payments, less any amount in respect of such Policy Payments paid to and received by the Policy Provider as a distribution to it under the Intercreditor Agreement (the "Reimbursable Amount"); provided, that, notwithstanding the foregoing, if at any time prior to the Reimbursement Date there are no Liquidity Obligations outstanding, the Policy Provider shall be entitled to reimbursement by American immediately upon demand of any Reimbursable Amount; provided, further that, notwithstanding the foregoing, American's obligations under the other Operative Agreements and the Policy Provider's rights to payments thereunder shall not be affected or reduced by this Section 3.03, except to the extent that American shall not be required to make any payment to the Policy Provider on the date payment is made under the Policy, (iithis Section 3.03(b) if that has already been received by the Policy Provider has, pursuant to the proviso Intercreditor Agreement. (c) American agrees to Section 2.6(c), paid pay to each Liquidity the Policy 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 actual and 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 (i) the enforcementpreservation (in connection with the occurrence of an Indenture Event of Default), enforcement or defense or preservation of any rights in respect of any of the Operative Agreementsthis Insurance Agreement, including defending, monitoring or participating in any litigation or proceeding proceeding, including any bankruptcy proceeding, and (which ii) any amendment, modification, waiver, consent or other action requested by or agreed to by American with respect to, or related to, any Operative Agreements or to any form document attached to any Operative Agreement as an exhibit, schedule or annex thereto, whether or not executed or completed. Provided that five (5) Business Days' prior written notice of the intended payment or incurrence shall have been given to American by the Policy Provider, such 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)dates on which such charges, (iv) all Rating Agency fees, costs or expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts are 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) or incurred by the Policy Provider after Provider. (d) In the Closing Date (without duplication event that any payment of amounts paid any kind is made under the Policy in respect of Class G Certificates owned or beneficially held, directly or indirectly, by American or any American Entity, American agrees to immediately refund such payment directly 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 applicableProvider.

Reimbursement Obligation. The Policy Provider (a) As and when due in accordance with and from the funds specified in Section 4.02 of the P & S Agreement, the Insurer shall be entitled to reimbursement for any payment made by the Insurer under the Policy, which reimbursement shall be due and payable on the date that any amount is paid thereunder, in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) EOI agrees to pay to the Insurer as follows: anything in Sections 2.01(l), 2.02(k) and 3.03 (a) to the contrary notwithstanding, the Insurer shall be entitled to reimbursement from EOI and shall have full recourse against EOI for (i) any payment made by the Policy Provider under the Policy in arising as a result of EOI's failure to substitute for or deposit an amount in respect of any defective Loan as required pursuant to Sections 2.03 and 2.04 of the P & S Agreement, together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any such unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the sum of the amount so paid Late Payment Rate, and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date (ii) any payment is made under the PolicyPolicy arising as a result of EOI's, (ii) if any Affiliated Seller's or the Policy Provider has, Depositor's failure to pay or deposit any amount required to be paid or deposited pursuant to the proviso Operative Documents. (c) EOI agrees to Section 2.6(c), paid pay 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) Insurer any and all charges, fees, costs and expenses and disbursements that the Policy Provider Insurer 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)expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsDocuments, including defending, monitoring or participating in any litigation or proceeding (which including any insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Operative Documents, any party to any of the Operative Documents (in its capacity as such a party) or the Transaction or (ii) any amendment, waiver or other action with respect to, or related to, any Operative Document, whether or not executed or completed. Provided that three Business Days written notice of the intended payment or incurrence shall have been given to EOI by the Insurer, such 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)dates on which such charges, (iv) all Rating Agency fees, costs or expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts are 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) or incurred by the Policy Provider after the Closing Date Insurer. (without duplication of amounts paid d) EOI agrees to pay to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and Insurer interest on 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 amounts described in subsections 3.03(b), 3.03(c) and 3.03(e) and Sections 3.02 and 3.04 from the date of presentation of an invoice therefor to the Subordination Agent and US Airways)such amounts become due or, 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 subsections 3.02(b) or 3.03(c) or Section 3.04, are incurred or paid by the foregoing clauses Insurer until payment thereof in full (iafter as well as before judgment), at the Late Payment Rate. (ii)e) EOI agrees to pay to the Insurer as follows: any payments advanced by the Insurer to EOI or the Depositor, (iii)or any payments made by the Insurer on behalf of EOI or the Depositor, (iv), (v) and (vi), such reimbursement (A) shall not include any amounts that in either case which are required to be paid by EOI or the Policy Provider is entitled Depositor pursuant to receive by virtue of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for the Class G TrustA Certificates or any Operative Documents, including, without limitation, fees and expenses incurred in connection with on the enforcement of date any such rights, and (B) shall be payable only from and to payment is made or advanced by 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 applicableInsurer.

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 (a) As and when due in accordance with and from the funds specified in Section 6.05 of the P&S Agreement, the Certificate Insurer shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider Certificate Insurer under the Policy and any other amount reimbursable or otherwise payable to the Certificate Insurer under this Agreement, to the extent not previously reimbursed or otherwise paid. Such right of reimbursement shall be absolute and unconditional, in each case without regard to whether the Certificate Insurer makes any payment under the Policy or any other circumstances relating to the Class M Certificates or the Policy (including any provision) being made for payment of the Class M Certificates prior to maturity). Reimbursement shall be due and payable on the date that any such amount is paid, in an amount equal to the sum of the amount so paid and all other such amounts previously paid that remain unreimbursed, which reimbursement amount together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Each of the Depositor, the Sellers and the Servicer agrees to pay, anything herein or in any of the other Operative Documents to the contrary notwithstanding, and the Certificate Insurer shall be due and owing entitled to full reimbursement from it for: (i) in the Policy Provider on case of the date Servicer, (A) any payment is made under the Policy' arising as a result of any failure by the Servicer to repurchase, substitute for or otherwise deposit any amount required to be deposited in respect of any Mortgage Loan as mandated by any Operative Document (whether because defective or otherwise), together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any such unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (B) any payment made under the Policy arising as a result of the failure by the Servicer to otherwise pay or deposit any amount required to be paid or deposited pursuant to the Operative Documents (other than the Certificates), together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any such unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate; (ii) if in case of the Sellers, (A) any payment made under the Policy Provider hasarising as a result of its failure to repurchase, substitute for or otherwise deposit any amount required to be deposited in respect of any Mortgage Loan as mandated by the Purchase Agreement (whether because defective or otherwise), together with interest on any and alt such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any such unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate; and (iii) in the case of the Depositor, any payment made under the Policy arising as a result of a breach by the Depositor of any of its representations, warranties, covenants or agreements in any of the Operative Documents (including any failure to make any payment, remittance or deposit required to be made by it pursuant to the proviso to Section 2.6(cOperative Documents (other than the Certificates)), paid together with interest on any and all such amounts remaining unreimbursed (to each Liquidity Provider all outstanding Drawings and interest thereon owing to the extent permitted by law, if in respect of any such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annumunreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiic) Each of the Sellers, the Depositor and the Servicer agrees to pay to the Certificate Insurer any and all reasonable charges, fees, costs and expenses and disbursements that the Policy Provider Certificate Insurer 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)expenses, in connection with with: (i) in the case of the Depositor, the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsDocuments as against or otherwise relating to it, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due including any bankruptcy or other insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Operative Documents or any party to any of the Operative Documents (in its capacity as such a party) or the Transaction; and (ii) in the case of the Sellers and the Servicer, (i) any accounts established to facilitate payments under the Policy to the extent that the Certificate Insurer has not been immediately reimbursed on the date of presentation of an invoice therefor to that any amount is paid by the Subordination Agent and US Airways and to Certificate Insurer under the extent not paid)Policy, (ivii) all Rating Agency feesthe enforcement, expenses and disbursements payable by the Policy Provider at defense or preservation of any time after the Closing Date (without duplication of amounts paid to the Policy Provider rights in respect of any of the Operative AgreementsDocuments as against or otherwise relating to it, including defending, monitoring or participating in any litigation or proceeding (including any bankruptcy or other insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Operative Documents, any party to any of the Operative Documents (in its capacity as such a party) or the Transaction or (iii) any amendment, waiver, consent or other action with respect to, or related to, any Operative Document, whether or not executed or completed. Costs and expenses shall include a reasonable allocation of compensation and overhead (up to a limit of $30,000 in the aggregate) attributable to the time of employees of the Certificate Insurer spent in connection with the Policy Provider Agreement actions described above (other than surveillance and monitoring), and the transactions described herein (which reimbursement obligation Certificate Insurer reserves the right to charge a reasonable fee as a condition to executing any waiver or consent proposed in respect of any of the Operative Documents. Payments under this subsection 3.03(c) shall be due on made as the date of presentation of an invoice therefor to the Subordination Agent and US Airways)related charges, (v) all reasonable and actual fees, costs or expenses and disbursements (including those of legal counsel) are paid or incurred by the Policy Provider after Certificate Insurer. All amounts payable under this Section 3.03 are to be immediately due and payable without demand, in full, without any requirement on the Closing Date part of the Certificate Insurer or any other Person to seek reimbursement of such amounts from any source of reimbursement or indemnity, or to allocate such amounts to any other transaction that may have benefited from the expenditure of such amounts. (without duplication d) Each of amounts paid the Sellers, the Servicer and the Depositor agrees to pay to the Policy Provider in respect of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and Certificate Insurer interest on 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 (viamounts specified in subsection 3.03(b) 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.or 3.03

Reimbursement Obligation. (a) The Policy Provider Issuer agrees absolutely and unconditionally to reimburse the Insurer for any amounts paid by the Insurer under the Ambac Policy, plus the amount of any other due and payable and unpaid Reimbursement Amounts (as defined in the Ambac Policy), which reimbursement shall be entitled to reimbursement in full for (i) due and payable, on the date that any payment made by the Policy Provider under the Policy such amount is paid thereunder in an amount equal to the sum of the amount amounts so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due together (without duplication) with interest on any and owing all amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) Each of the Issuer and Triad agrees, jointly and severally, to pay to the Insurer, promptly, but in no event later than 30 days after demand thereof, as follows: any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incurexpenses, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to expenses, that the Policy Provider in respect of the Operative Agreements), Insurer may pay or incur in connection with the Transaction Documents, including (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsTransaction Documents, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due including any insolvency proceeding in respect of any Triad Party or any Affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents (in its capacity as such a party) or the Transaction, the costs and fees of inspections by the Insurer or audits or field examinations by accountants and the ongoing administration of the Transaction pursuant to the Transaction Documents, or (ii) any amendment, waiver or other similar action with respect to, or related to, any Transaction Document, whether or not executed or completed. (c) Each of the Issuer and Triad agrees, jointly and severally, to pay to the party to whom such amounts are owed on demand interest at the Late Payment Rate on any and all amounts described in Sections 3.3(b) and 3.4 after the date of presentation of an invoice therefor to the Subordination Agent such amounts become due and US Airways and to the extent not paid), payable until payment thereof in full. (ivd) all Rating Agency fees, expenses and disbursements The Insurer acknowledges that any amounts payable by the Policy Provider at any time after the Closing Date (without duplication Issuer pursuant to Sections 3.3(a), 3.3(b), 3.3(c) or 3.4(b) herein, are payable solely from amounts that are available to make such payments pursuant to clause FOURTH of amounts paid to the Policy Provider in respect Section 5.6(a) of the Operative AgreementsIndenture and Sections 5.7(a)(vi),(vii) in connection with the Policy Provider Agreement and the transactions described herein or (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (vx) 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 Sale 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 hereofServicing Agreement, 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 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 I understand that if I fail to reimbursement in full for (i) any payment meet certain obligations under the Lease, the Landlord will have the right to make a claim under the Lease Residual Value Policy. For each claim that is made to and paid by the Policy Provider under Insurer, I will immediately reimburse the Policy in an Insurer for the 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 claim paid to the Policy Provider Landlord under the Lease Residual Value Policy. I understand and agree that my obligation to reimburse the Insurer in respect of the Operative Agreements), in connection with the enforcement, defense or preservation event a claim is paid is entirely independent of any rights in respect of any or obligations I may have under the Lease. Within ten (10) days of the Operative Agreementsmailing of a written demand for reimbursement by or on behalf of the Insurer, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on I will immediately reimburse the date of presentation of an invoice therefor Insurer for all amounts paid by the Insurer to the Subordination Agent Landlord (the “Reimbursement Payment”). Any demand for reimbursement will be mailed to me via overnight delivery service at the address set forth below (or to any other address that the Insurer or its agents may have in its records for me). In the event that I fail to make the Reimbursement Payment, the Insurer will have the right to commence a lawsuit against me and US Airways and to may recover 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 Reimbursement Payment plus all attorneys fees and costs of collecting 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 Reimbursement Payment. I AGREE THAT (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 TrustSERVICE OF PROCESS IN ANY LAWSUIT TO COLLECT THE REIMBURSEMENT PAYMENT MAY BE MADE BY CERTIFIED MAIL, includingRETURN RECEIPT REQUESTED OR OVERNIGHT DELIVERY (AT THE INSURER’S SOLE OPTION) TO THE ADDRESS FOR NOTICES SET FORTH BELOW, without limitation, fees and expenses incurred in connection with the enforcement of such rights, and 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 applicableI HEREBY WAIVE THE RIGHT TO A JURY TRIAL IN ANY SUCH LAWSUIT.

Reimbursement Obligation. (a) The Policy Provider Issuer agrees absolutely and unconditionally to reimburse the Insurer for any amounts paid by the Insurer under the Ambac Policy, plus the amount of any other due and payable and unpaid Reimbursement Amounts (as defined in the Ambac Policy), which reimbursement shall be entitled to reimbursement in full for (i) due and payable, on the date that any payment made by the Policy Provider under the Policy such amount is paid thereunder in an amount equal to the sum of the amount amounts so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due together (without duplication) with interest on any and owing all amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiia) Each of the Issuer and Triad agrees, jointly and severally, to pay to the Insurer, promptly, but in no event later than 30 days after demand thereof, as follows: any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incurexpenses, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to expenses, that the Policy Provider in respect of the Operative Agreements), Insurer may pay or incur in connection with the Transaction Documents, including (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsTransaction Documents, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due including any insolvency proceeding in respect of any Triad Party or any Affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents (in its capacity as such a party) or the Transaction, the costs and fees of inspections by the Insurer or audits or field examinations by accountants and the ongoing administration of the Transaction pursuant to the Transaction Documents, or (ii) any amendment, waiver or other similar action with respect to, or related to, any Transaction Document, whether or not executed or completed. (b) Each of the Issuer and Triad agrees, jointly and severally, to pay to the party to whom such amounts are owed on demand interest at the Late Payment Rate on any and all amounts described in Sections 3.3(b) and 3.4 after the date of presentation of an invoice therefor to the Subordination Agent such amounts become due and US Airways and to the extent not paid), payable until payment thereof in full. (ivc) all Rating Agency fees, expenses and disbursements The Insurer acknowledges that any amounts payable by the Policy Provider at any time after the Closing Date (without duplication Issuer pursuant to Sections 3.3(a), 3.3(b), 3.3(c) or 3.4(b) herein, are payable solely from amounts that are available to make such payments pursuant to clause FOURTH of amounts paid to the Policy Provider in respect Section 5.6(a) of the Operative AgreementsIndenture and Sections 5.7(a)(vi),(vii) in connection with the Policy Provider Agreement and the transactions described herein or (which reimbursement obligation shall be due on the date of presentation of an invoice therefor to the Subordination Agent and US Airways), (vx) 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 Sale 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 hereofServicing Agreement, as applicable.

Reimbursement Obligation. The Policy Provider (a) As and when due in accordance with and from the funds specified in Section 4.02 of the Pooling and Servicing Agreement, the Certificate Insurer shall be entitled to reimbursement for any payment made by the Certificate Insurer under the Certificate Insurance Policy, which reimbursement shall be due and payable on the date that any amount is paid thereunder, in an amount equal to the amount to be so paid and all Aggregate Reimbursement Amounts that remain unreimbursed, together with any indemnity amount described in Section 3.04 below, and in each case together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full for (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Anything herein or in any Operative Document to the contrary notwithstanding, the Sponsor agrees to pay to the Certificate Insurer, and the Certificate Insurer shall be entitled to reimbursement from the Sponsor and shall have full recourse against the Sponsor for, (i) any payment made by the Policy Provider under the Certificate Insurance Policy in arising as a result of the Sponsor's failure to substitute for or deposit an amount in respect of any defective Mortgage Loan as required pursuant to the Pooling and Servicing Agreement or the Representations and Warranties Agreement, together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any such unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the sum of the amount so paid Late Payment Rate, and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date (ii) any payment is made under the Policy, (ii) if Certificate Insurance Policy arising as a result of the Policy Provider has, Sponsor's failure to pay or deposit any amount required to be paid or deposited pursuant to the proviso Operative Documents, together with interest on any and all such amounts remaining unreimbursed (to Section 2.6(c)the extent permitted by law, paid if in respect to each Liquidity Provider all outstanding Drawings and interest thereon owing to any such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annumunreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication after as well as before judgment), at a rate of amounts reimbursable interest equal to the Late Payment Rate. (c) Anything herein or in any Operative Document to the contrary notwithstanding, the Servicer agrees to pay to the Certificate Insurer, and the Certificate Insurer shall be entitled to reimbursement from the Servicer and shall have full recourse against the Servicer for any payment made under the foregoing clause Certificate Insurance Policy arising as a result of the Servicer's failure to pay or deposit any amount required to be paid or deposited pursuant to the Operative Documents, together with interest on any and all such amounts remaining unreimbursed (i)to the extent permitted by law, if in respect to any such unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate (iiid) The Sponsor agrees to pay to the Certificate Insurer any and all charges, fees, costs and expenses and disbursements that the Policy Provider Certificate Insurer 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)expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsDocuments, 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 including any time after the Closing Date (without duplication of amounts paid to the Policy Provider insolvency proceeding in respect of the Operative Agreementsany Transaction participant or any affiliate thereof) 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 relating 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 any of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and Documents, any modification, waiver, amendment, revision or similar action party to any of the Operative Agreements and all other documents delivered with respect thereto Documents (which reimbursement obligation shall be due on in its capacity as such a party) or 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)Transaction, (ii)) any action, (iii), (iv), (v) and (vi), such reimbursement (A) shall not include any amounts that proceeding or investigation affecting the Policy Provider is entitled to receive by virtue Trust Fund or the rights or obligations of the subrogation rights of the Policy Provider Certificate Insurer under the Escrow and Paying Agent Agreement for Certificate Insurance Policy or the Class G TrustOperative Documents, including, without limitation, fees and expenses incurred in connection any judgment or settlement entered into affecting the Certificate Insurer or the Certificate Insurer's interest or (iii) any amendment, waiver or other action with the enforcement of such rightsrespect to, and (B) or related to, any Operative Document, whether or not executed or completed. Such payment or reimbursement shall be payable only from and due on the dates on which such charges, fees, costs or expenses are paid or incurred by the Certificate Insurer so long as seven (7) Business Days written notice of the intended payment or incurrence shall have been given to the extent Sponsor by the Certificate Insurer. (e) The Sponsor agrees to pay to the Certificate Insurer interest (without duplication) on any and all amounts described in Subsections 3.03(b), 3.03(d) and 3.03(f) and Sections 3.02 and 3.04 from the date such amounts become due or, in the case of subsection 3.02(b) or Section 3.04, are incurred or paid by the Certificate Insurer until payment thereof in full (after as well as before judgment), at the Late Payment Rate. (f) The Sponsor agrees to pay to the Certificate Insurer as follows: any payments made by the Certificate Insurer on behalf of, or advanced to, the Sponsor, the Depositor, including any amounts payable by the Sponsor or the Depositor pursuant to any of the funds available under and at Operative Documents that would otherwise be required to be made by the time and in Sponsor, the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereofDepositor or the Trust pursuant to the Operative Documents, as applicableamended from time to time, on the date any such payment is made or advanced by the Certificate Insurer. Notwithstanding the foregoing, in no event shall the Certificate Insurer have any recourse under this subsection against the Sponsor, the Depositor or the Trust with respect to any payments the Certificate Insurer has made in respect of principal or interest distributions on the Insured Certificates (except pursuant to Section 3.03(b) above). (g) The Certificate Insurer shall have no right to set-off payments to be made under the Certificate Insurance Policy against payments to be made to the Certificate Insurer by the Sponsor, the Depositor, the Trust, the Trustee, the Servicer, the Securities Administrator, the Master Servicer, the Insured Certificateholders or any affiliate, officer or director of any of them.

Reimbursement Obligation. (a) The Policy Provider Issuer agrees absolutely and unconditionally to reimburse the Insurer for any amounts paid by the Insurer under the Ambac Policy, plus the amount of any other due and payable and unpaid Reimbursement Amounts (as defined in the Ambac Policy) which reimbursement shall be entitled to reimbursement in full due and payable on the date that any such amount is paid thereunder only from amounts available for (i) any such payment made by the Policy Provider under the Policy Indenture, in an amount equal to the sum of the amount amounts so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due together (without duplication) with interest on any and owing all amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) Alliance agrees to pay to the Insurer, promptly, but in no event later than 30 days after receipt of an invoice, as follows: any and all documented out-of-pocket (e.g., excluding internal legal or accounting expenses), charges, fees, costs and expenses and disbursements that the Policy Provider Insurer 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)expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsBasic Documents, 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 including any time after the Closing Date (without duplication of amounts paid to the Policy Provider insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Operative AgreementsBasic Documents, any party to any of the Basic Documents (in its capacity as such a party) or the Transaction, including without limitation the costs and fees of inspections by the Insurer or audits or field examinations by accountants, or (ii) any amendment, waiver or other similar action with respect to, or related to, any Basic Document, whether or not executed or completed. Notwithstanding anything in connection with the Policy Provider 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 contrary, provided that no Event of Default, Rapid Amortization Event or Servicer Default has occurred and US Airwaysis continuing, the reimbursable costs and expenses of the Insurer pursuant to Section 2.2(e), (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 Airways2.2(h), 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 (i2.6(c), (ii2.6(e), (iii), (iv), (v2.9(c) and (vi), such reimbursement (A2.9(e) shall not include exceed $25,000 in any amounts that period of twelve consecutive months. (c) Each of Alliance, the Policy Provider is entitled Seller and the Issuer agrees 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 pay to the extent of the funds available under and party to whom such amounts are owed on demand interest at the time Late Payment Rate on any and in the priority specified therefor all amounts described in Sections 2.4(b), 3.2 3.3(b) and 3.3 hereof, as applicable3.4 after the date such amounts become due and payable until payment thereof in full.

Reimbursement Obligation. (a) The Policy Provider Issuer agrees absolutely and unconditionally to reimburse the Insurer for any amounts paid by the Insurer under the Ambac Policy, plus the amount of any other due and payable and unpaid Reimbursement Amounts (as defined in the Ambac Policy) and any Insurer Optional Deposits, which reimbursement shall be entitled to reimbursement in full due and payable on the date that any such amount is paid thereunder from amounts available for (i) any such payment made by the Policy Provider under the Policy Indenture and the Sale and Servicing Agreement, in an amount equal to the sum of the amount amounts so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due together (without duplication) with interest on any and owing all amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) Each of the Issuer and New South agrees, jointly and severally, to pay to the Insurer, promptly, but in no event later than 30 days after demand thereof, as follows: any and all charges, fees, costs and expenses and disbursements that the Policy Provider may reasonably pay or incurexpenses, including reasonable attorneys' and accountants' fees and expenses (without duplication of amounts paid to expenses, that the Policy Provider in respect of the Operative Agreements), Insurer may pay or incur in connection with the Transaction Documents, including (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsTransaction Documents, 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 including any time after the Closing Date (without duplication of amounts paid to the Policy Provider insolvency proceeding in respect of any New South Party or any Affiliate thereof) relating to any of the Operative AgreementsTransaction Documents, any party to any of the Transaction Documents (in its capacity as such a party) in connection with or the Policy Provider Agreement Transaction, the costs and fees of inspections by the Insurer or audits or field examinations by accountants and the transactions ongoing administration of the Transaction pursuant to the Transaction Documents, or (ii) any amendment, waiver or other similar action with respect to, or related to, any Transaction Document, whether or not executed or completed. (c) Each of the Issuer and New South agrees, jointly and severally, to pay to the party to whom such amounts are owed on demand interest at the Late Payment Rate on any and all amounts described herein (which reimbursement obligation shall be due on in Sections 3.3(b) and 3.4 after the date of presentation of an invoice therefor to the Subordination Agent such amounts become due 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 payable until payment thereof 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 applicablefull.

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 (a) As and when due in accordance with and from the funds specified in Section 3.2 of the Intercreditor Agreement, the Policy Provider shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider to the Subordination Agent under the Policy or to the Class G-1 Primary Liquidity Provider under Section 2.6(c) or Section 3.6(d) of the Intercreditor Agreement, which reimbursement shall be due and payable on the applicable date provided therein, in an amount equal to the sum of the amount to be so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be plus accrued and unpaid interest thereon from the date such amounts became due and owing until paid in full (as well as before judgment), at a rate of interest equal to the Policy Provider on the date payment is made under the Policy, greater of (iii) 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 annumand (ii) the applicable interest rate on the unreimbursed amount Series G-1 Equipment Notes (in the case of a drawing under the Policy in respect of the Class G-1 Certificates) plus 1%; provided that, for the avoidance of doubt, any obligation to pay interest that is created by this Section 3.03(a) shall be a non-recourse obligation of JetBlue and such accrued interest shall be payable solely from amounts distributed pursuant to Sections 2.4 and 3.2 of the Intercreditor Agreement and JetBlue shall not be liable for any shortfall that may arise as a result thereof. In addition, to the extent that any such payment from and including by the date Policy Provider shall have been made as a result of such payment a default by the Class G-1 Primary Liquidity Provider in its obligation to but excluding make an Advance, as provided in the date such payment Intercreditor Agreement, the Policy Provider shall be reimbursed entitled to the payment of interest on such amounts to the extent, at the time and in full the priority specified in Section 3.2 of the Intercreditor Agreement. (without duplication of amounts reimbursable under b) JetBlue agrees to pay to the foregoing clause (i)), (iii) Policy Provider 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 with (i) the enforcement, defense or preservation of any rights in respect of any of the Operative Agreements, the Preliminary Prospectus Supplement or the Final Prospectus Supplement, including defending, monitoring or participating in any litigation or proceeding proceeding, (which ii) the negotiation, preparation, execution and delivery of the Operative Agreements, Preliminary Prospectus Supplement or the Final Prospectus Supplement and all other documents (including, but not limited to, legal opinions) delivered with respect thereto and (iii) any amendment, waiver or other action requested by JetBlue with respect to, or related to, any Operative Agreements or to any form document attached to any Operative Agreement as exhibit, schedule or annex thereto, whether or not executed or completed. Such reimbursement obligation shall be due and payable on the date of presentation of an invoice therefor dates on which the Policy Provider has made a demand upon JetBlue, as the case may be, with respect to the Subordination Agent and US Airways and to the extent not paid)such charges, (iv) all Rating Agency fees, costs, expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts that have been 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) or 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 applicableProvider.

Reimbursement Obligation. The Policy Provider (a) As and when due in accordance with and from the funds specified in Section 3.02 (a) of the Indenture, the Insurer shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider Insurer under the Policy (including any portion of any amounts that are payable with Insured Amounts under the Policy paid as a result of the nonpayment of Premium Amounts to the Insurer), which reimbursement shall be due and payable on the date that any amount is paid thereunder, in an amount equal to the sum of the amount to be so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Anything in this Insurance Agreement to the contrary notwithstanding, the Sponsor agrees to pay to the Insurer, and the Insurer shall be due entitled to reimbursement from the Sponsor and owing to shall have full recourse against the Policy Provider on the date Sponsor for, (i) any payment is made under the PolicyPolicy arising as a result of the Sponsor’s failure to substitute for or deposit an amount in respect of any defective HELOC as required pursuant to Section 7 of the Sale Agreement, together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any such unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate, and (ii) if any payment made under the Policy Provider has, arising as a result of the Servicer’s or the Sponsor’s failure to pay or deposit any amount required to be paid or deposited pursuant to the proviso Operative Documents, together with interest on any and all such amounts remaining unreimbursed (to Section 2.6(c)the extent permitted by law, paid if in respect to each Liquidity Provider all outstanding Drawings and interest thereon owing to any such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annumunreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiic) The Sponsor agrees to pay to the Insurer any and all charges, fees, costs and expenses and disbursements that the Policy Provider Insurer 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)expenses, in connection with (i) in the event of payments under the Policy, any accounts established to facilitate payments under the Policy to the extent the Insurer has not been immediately reimbursed on the date that any amount is paid by the Insurer under the Policy; (ii)the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsDocuments, including defending, monitoring or participating in any litigation or proceeding (which including any insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Operative Documents, any party to any of the Operative Documents (in its capacity as such a party) or the Transaction; (iii) the foreclosure against, sale or other disposition of any collateral securing any obligations under any of the Related Agreements, or pursuit of any other remedies under any of the Related Agreements, to the extent such costs and expenses are not recovered from such foreclosure, sale or other disposition; (iv) any amendment, waiver or other action with respect to, or related to, any Operative Document, whether or not executed or completed or (v) any action taken by the Insurer to cure an event of default (or to mitigate the effect of an event of default) under any of the Related Agreements. Provided that three Business Days written notice of the intended payment or incurrence shall have been given to the Sponsor by the Insurer, such 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)dates on which such charges, (iv) all Rating Agency fees, costs or expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts are 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) or incurred by the Policy Provider after Insurer. (d) The Sponsor agrees to pay to the Closing Date Insurer interest (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreementsduplication) in connection with the Policy Provider Agreement and the transactions described herein and on 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 amounts described in subsections 3.03(b), 3.03(c) and 3.03(e) and Sections 3.02 and 3.04 from the date of presentation of an invoice therefor to the Subordination Agent and US Airways)such amounts become due or, 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 subsections 3.02(b) or 3.03(c) or Section 3.04, are incurred or paid by the foregoing clauses Insurer until payment thereof in full (iafter as well as before judgment), at the Late Payment Rate. (ii)e) The Sponsor agrees to pay to the Insurer as follows: any payments made by the Insurer on behalf of, (iii)or advanced to, (iv)the Sponsor, (v) and (vi)the Issuer or the Depositor, such reimbursement (A) shall not include other than any amounts that payments made by the Policy Provider is entitled Insurer pursuant to receive by virtue of the subrogation rights terms of the Policy Provider (except as otherwise provided in Section 3.03(b)), on the date any such payment is made or advanced by the Insurer. Notwithstanding the foregoing, in no event shall the Insurer have any recourse under this subsection against the Sponsor or the Depositor with respect to any payments the Insurer has made in respect of principal or interest distributions on the Insured Notes. (f) The Insurer shall have no right to set-off payments to be made under the Escrow and Paying Agent Agreement for Policy against payments to be made to the Class G Insurer by the Sponsor, the Issuer or the Depositor (or any person or organization acting on their behalf), the Trust, includingthe Owner Trustee, without limitationthe Indenture Trustee or any Noteholder or any affiliate, fees and expenses incurred in connection with the enforcement officer or director of such rights, and (B) shall be payable only from and to the extent any 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 applicablethem.

Reimbursement Obligation. The Policy Provider (a) As and when due in accordance with and from the funds specified in Section 4.01 of the Pooling and Servicing Agreement, the Class IIA Certificate Insurer shall be entitled to reimbursement for any payment made by the Class IIA Certificate Insurer under the Policy, which reimbursement shall be due and payable on the date that any amount is paid under the Policy, in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (b) Anything in this agreement or in any Operative Document to the contrary notwithstanding, the Class IIA Certificate Insurer shall be entitled to full reimbursement from the Seller for (i) any payment made by the Policy Provider under the Policy in arising as a result of the Seller’s failure to substitute for or deposit an amount in respect of any defective Mortgage Loan as required pursuant to Article II of the Pooling and Servicing Agreement, together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any such unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the sum of the amount so paid Late Payment Rate, and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due and owing to the Policy Provider on the date (ii) any payment is made under the Policy, (ii) if Policy arising as a result of the Policy Provider has, Seller’s or the Depositor’s failure to pay or deposit any amount required to be paid or deposited pursuant to the proviso Operative Documents, together with interest on any and all such amounts remaining unreimbursed (to Section 2.6(c)the extent permitted by law, paid to each Liquidity Provider all outstanding Drawings and interest thereon owing to if in respect of any such Liquidity Provider under the applicable Liquidity Facility, such payment and interest (accrued at the rate of the Base Rate plus 1% per annumunreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiic) The Seller agrees to pay to the Class IIA Certificate Insurer any and all reasonable out-of-pocket charges, fees, costs and expenses and disbursements that the Policy Provider Class IIA Certificate Insurer 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)expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsDocuments, including defending, monitoring or participating in any litigation or proceeding (which including any insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Operative Documents, any party to any of the Operative Documents (in its capacity as such a party) or the Transaction or (ii) any amendment, waiver or other action with respect to, or related to, any Operative Document, whether or not executed or completed. Provided that three Business Days written notice of the intended payment or incurrence shall have been given to the Seller by the Class IIA Certificate Insurer, such 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)dates on which such charges, (iv) all Rating Agency fees, costs or expenses and disbursements payable by the Policy Provider at any time after the Closing Date (without duplication of amounts are 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) or incurred by the Policy Provider after Class IIA Certificate Insurer. (d) The Seller agrees to pay to the Closing Date Class IIA Certificate Insurer interest (without duplication of amounts paid to the Policy Provider in respect of the Operative Agreementsduplication) in connection with the Policy Provider Agreement and the transactions described herein and on 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 amounts described in subsections 3.03(b), 3.03(c) and 3.03(e) and Sections 3.02 and 3.04 from the date of presentation of an invoice therefor to the Subordination Agent and US Airways)such amounts become due or, 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 subsection 3.03(c) or Section 3.04, are incurred or paid by the Class IIA Certificate Insurer until payment thereof in full (after as well as before judgment), at the Late Payment Rate. (e) The Seller agrees to pay to the Class IIA Certificate Insurer as follows: any payments made by the Class IIA Certificate Insurer on behalf of, or advanced to, the Seller, the Depositor or the Issuer, including any amounts payable by the Seller, the Depositor or the Issuer pursuant to any of the foregoing clauses Operative Documents on the date any such payment is made or advanced by the Class IIA Certificate Insurer. Notwithstanding the foregoing, in no event shall the Class IIA Certificate Insurer have any recourse under this subsection against the Seller, the Depositor or the Issuer with respect to any payments the Class IIA Certificate Insurer has made in respect of principal or interest distributions on the Class IIA Certificates (iexcept pursuant to Section 3.03(b) above), . (ii), (iii), (iv), (vf) and (vi), such reimbursement (A) The Class IIA Certificate Insurer shall not include any amounts that have no right to set-off payments to be made under the Policy Provider is entitled against payments to receive by virtue of the subrogation rights of the Policy Provider under the Escrow and Paying Agent Agreement for be made to the Class G TrustIIA Certificate Insurer by the Seller, includingXxxxx Fargo, without limitationthe Depositor, fees and expenses incurred in connection with the enforcement Issuer, the Trustee or any Class IIA Certificateholder or any affiliate, officer or director of such rights, and (B) shall be payable only from and to the extent any 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 applicablethem.

Reimbursement Obligation. The Policy Provider shall be entitled To induce Administrative Agent to reimbursement issue and maintain LCs and to induce Revolver 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 no later than one Business day after the date payment on which any draft is made presented under any LC, the Policy, Dollar-Equivalent amount (calculated at the then Dollar-Equivalent of such 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 to fees described in Section 2.6(c)5) which Administrative Agent customarily charges 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 draft paid or to be paid within one Business Day after such draft is presented under any LC, 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 obligations (Acalculated at the then Dollar-Equivalent of such amount) shall not include any amounts that the Policy Provider is entitled to receive by virtue of the subrogation rights of the Policy Provider 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 Revolver Facility to the extent of availability 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 shall be advanced directly to Administrative Agent in payment of Borrower's unpaid reimbursement obligations. If for any reason, funds available cannot be advanced under the Revolver Facility, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this Section 2.5(c) are 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, unpaid reimbursement obligations (calculated at the time and in then Dollar-Equivalent of such amount) 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 (a) As and when due in accordance with and from the funds specified in Section 5.03 of the Transfer and Servicing Agreement, the Note Insurer shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider Note Insurer under the Policy Policy, which reimbursement shall be due and payable on the date that any amount is paid under the Policy, in an amount equal to the sum of the amount to be so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due together with interest on any and owing all such amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) The Depositor agrees to pay to the Note Insurer any and all reasonable charges, fees, costs and expenses and disbursements that the Policy Provider Note Insurer 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)expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsDocuments, 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 including any time after the Closing Date (without duplication of amounts paid to the Policy Provider insolvency proceeding in respect of the Operative Agreementsany Transaction participant or any affiliate thereof) 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 relating 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 any of the Operative Agreements) in connection with the Policy Provider Agreement and the transactions described herein and Documents, any modification, waiver, amendment, revision or similar action party to any of the Operative Agreements Documents (in its capacity as such a party) or the Transaction or (ii) any amendment, waiver or other action with respect to, or related to, any Operative Document, whether or not executed or completed. (c) The Depositor agrees to pay to the Note Insurer interest (without duplication) on any and all other documents delivered with respect thereto (which reimbursement obligation shall be due on amounts described in subsection 3.03(b) and Section 3.02 from the date of presentation of an invoice therefor to the Subordination Agent and US Airways)such amounts become due or, 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 subsection 3.03(b) are incurred or paid by the foregoing clauses Note Insurer until payment thereof in full (iafter as well as before judgment), at the Late Payment Rate. (ii), (iii), (iv), (vd) and (vi), such reimbursement (A) The Note Insurer shall not include any amounts that have no right to set-off payments to be made under the Policy Provider is entitled against payments 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 made to the extent Note Insurer by the Depositor (or any person or organization acting on their behalf) or any Class Ac Noteholder any affiliate, officer or director 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 applicableany of them.

Reimbursement Obligation. The Policy Provider (a) As and when due, from, and only from, the funds specified in Section 3.03 or Article VII of the Indenture, the Insurer shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider Insurer under either Policy, plus the Policy amount of any other due and payable and unpaid Reimbursement Amount, which reimbursement shall be due and payable on the date that any amount is paid thereunder, 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 together with interest on any and owing all amounts remaining unreimbursed (to the Policy Provider on the date payment is made under the Policyextent permitted by law, (iiif in respect of any unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) IOS Capital agrees to pay to the Insurer, within five (5) Business Days of receipt of an invoice, as follows: any and all charges, fees, costs and expenses and disbursements that the Policy Provider Insurer 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)expenses, in connection with (i) the administration, enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsCompany Documents, 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 including any time after the Closing Date (without duplication of amounts paid to the Policy Provider insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Operative AgreementsCompany Documents, any party to any of the Company Documents (in its capacity as such a party) or the Transaction, including without limitation the reasonable costs and fees and, after the occurrence of a Default or Event of Default, all costs and expenses, of inspections by the Insurer or audits or field examinations by accountants, or (ii) any amendment, waiver or other action with respect to, or related to, any Company Document (including, but not limited to, any action in connection with the Policy Provider Agreement issuance of additional indebtedness by the Issuer), whether or not executed or completed. (c) Each of IOS Capital, the Issuer and the transactions Seller agrees to pay to the Insurer, within five (5) Business Days of receipt of an invoice, as follows: interest on any and all amounts described herein in subclause (which reimbursement obligation shall be due on b) of this Section 3.03 from the date of presentation of an invoice therefor to payable or paid by such party until payment thereof in full, and (a) from the Subordination Agent date due until payment thereof in full 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 interest on 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 amounts described 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.Section

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 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 Facility 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 Facility Letter of Credit or L/C Draft being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with respect to such Facility 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 Administrative Agent no later than 2:00 p.m. (Indianapolis 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 Facility Letter of Credit, which reimbursement amount shall be due and owing to the Policy Provider 2:00 p.m. (Indianapolis 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 Administrative 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 Facility Letter of amounts reimbursable under Credit was issued. Any Issuing Lender may direct the foregoing clause (i))Administrative Agent to make such demand with respect to Facility Letters of Credit issued by such Issuing Lender. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 2.22, (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 Administrative 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 applicable Issuing Lender prior to such time. Such Revolving Loans shall constitute a Base Rate Advance, the Policy Provider Agreement and the transactions described herein and any modification, waiver, amendment, revision or similar action proceeds of the Operative Agreements and all other documents delivered with respect thereto (which reimbursement obligation Advance shall be due used to repay such Reimbursement Obligation. If, for any reason, such Borrower fails to repay a Reimbursement Obligation on the date of presentation of an invoice therefor day such Reimbursement Obligation arises and, for any reason, the Lenders are unable to the Subordination Agent and US Airways)make or have no obligation to make a Revolving Loan, and (vi) then such Reimbursement Obligation shall 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(b), 3.2 and 3.3 hereof, as applicableinterest rate applicable to a Base Rate Advance.

Reimbursement Obligation. The Policy Provider (a) As and when due in accordance with and from the funds specified in Section 5.01(a)(I)(vii) and (ix) of the Sale and Servicing Agreement, the Insurer shall be entitled to reimbursement in full for the sum of (i) any payment made by the Policy Provider Insurer under the Policy Note Policy, which reimbursement shall be due and payable on the date that any amount is paid thereunder, in an amount equal to the sum of the amount to be 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 hasamounts set forth in paragraphs (b) and (c) below, pursuant together in each case with interest on any and all amounts remaining unreimbursed (to the proviso to Section 2.6(c)extent permitted by law, 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 if in respect of the Base Rate plus 1% per annumany unreimbursed amounts representing interest) 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (iiib) The Seller, the Servicer, the Depositor and the Issuer agree to pay to the Insurer as follows: any and all charges, fees, costs and expenses and disbursements that the Policy Provider Insurer 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)expenses, in connection with (i) the enforcement, defense or preservation of any rights in respect of any of the Operative AgreementsTransaction Documents, including defending, monitoring or participating in any litigation or proceeding (which reimbursement obligation shall be due on including any insolvency proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the date Transaction Documents, any party to any of presentation of an invoice therefor the Transaction Documents (in its capacity as such a party) or the Transaction, or (ii) any amendment, waiver or other action with respect to, or related to, any Transaction Document, whether or not executed or completed. (c) In addition to the Subordination Agent Insurer’s right to payment and US Airways reimbursement as set forth in Section 3.03(a) and (b), the Seller, the Servicer and the Depositor agree to reimburse the Insurer (or the Trust Fund, to the extent not paidthe Insurer has previously been reimbursed for such amount pursuant to Section 3.03(a)) as follows: (i) from the Seller, the Servicer and the Depositor, for payments made under the Note Policy, arising as a result of the Servicer’s failure to deposit into the Collection Account or the Payment Account any amount required to be so deposited pursuant to the Sale and Servicing Agreement together with interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect to any unreimbursed amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate and (ivii) all Rating Agency feesfrom the Seller, expenses the Servicer and disbursements payable by the Depositor, for payments made under the Policy Provider at arising as a result of the Seller’s failure to repurchase any time after Mortgage Loan required to be repurchased pursuant to Section 3.01 of the Closing Date Mortgage Loan Purchase Agreement and Section 2.04 of the Sale and Servicing Agreement together with interest on any and all amounts remaining unreimbursed (without duplication of amounts paid to the Policy Provider extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the Operative Agreementsdate such amounts became due until paid in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. (d) in connection with The Seller, the Policy Provider Agreement Servicer and the transactions described herein (which reimbursement obligation shall be due on the date of presentation of an invoice therefor Depositor agree to pay 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 Insurer as follows: interest on any modification, waiver, amendment, revision or similar action of the Operative Agreements and all other documents delivered with respect thereto amounts described in subclauses (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), (vb) and (vi), c) of this Section 3.03 from the date payable or paid by 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 party until payment thereof in connection with the enforcement of such rightsfull, and interest on any and all amounts described in Section 3.02(a) and (Bb) shall be from the date due until payment thereof in full and interest on any and all amounts described in Section 3.04 from the date due until payment thereof in full, in each case, payable only from and to the extent of the funds available under and Insurer at the time and in the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereof, as applicableLate Payment 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 (a) As and when due in accordance with and from the funds specified in Section 3.2 of the Intercreditor Agreement, the Policy Provider shall be entitled to reimbursement in full for (i) any payment made by the Policy Provider to the Subordination Agent under the Policy or to the Primary Liquidity Provider under Section 2.6(c) or Section 3.6(d) of the Intercreditor Agreement, which reimbursement shall be due and payable on the applicable date provided therein, in an amount equal to the sum of the amount to be so paid and all other amounts previously paid that remain unreimbursed, which reimbursement amount shall be due plus accrued 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 unpaid 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 amounts became due until paid in full (without duplication of amounts reimbursable under the foregoing clause (i)as well as before judgment), (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 at a rate of amounts paid interest equal to the Policy Provider in respect of applicable Stated Interest Rate for the Operative Agreements)Class G Certificates plus 2%. In addition, 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 that any such payment by the Policy Provider at any time after shall have been made as a result of a default by the Closing Date (without duplication of amounts paid Primary Liquidity Provider in its obligation to make an Advance, as provided in the Intercreditor Agreement, 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 entitled to the Subordination Agent and US Airways), (v) all reasonable and actual fees, expenses and disbursements (including those payment of legal counsel) incurred by the Policy Provider after the Closing Date (without duplication of interest on such 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 modificationextent, 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(bSection 3.2 of the Intercreditor Agreement. (b) [Reserved] (c) [Reserved] (d) The Policy Provider agrees that with respect to any amendment to the Policy that would increase the reimbursement obligations to the Policy Provider hereunder above the level set at the Closing Date (“Increased Obligation Amounts”), 3.2 and 3.3 hereofreimbursement to the Policy Provider for such Increased Obligation Amounts shall not be required, as applicableunless Continental shall have consented to such amendment.

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 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.

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 Revolving Lenders, as the case may be, the amount of each advance which may be entitled drawn under or pursuant to reimbursement in full a Revolver Letter of Credit issued for its account or a Revolver 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 Revolver Letter of Credit or Revolver L/C Draft being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with respect to such Revolver Letter of Credit or Revolver 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 1:00 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 annumChicago 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))Revolver 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 Revolver Letter of Credit, 1:00 p.m. (Chicago 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 Revolver 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, such unpaid Reimbursement Obligation shall at that time be automatically converted into an obligation denominated in Dollars and the Borrower shall be deemed to have elected to borrow a Revolving Advance from the Revolving 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 payment by the Issuing Lender giving rise to the Reimbursement Obligation equal in amount to the Dollar Amount of the Policy Provider under unpaid Reimbursement Obligation. Such Revolving Advance shall be made as of the Escrow date of the payment giving rise to such Reimbursement Obligation, automatically, without notice and Paying without any requirement to satisfy the conditions precedent otherwise applicable to a Revolving Advance if the Borrower shall have failed to make such payment to the Administrative Agent Agreement for the Class G Trust, including, without limitation, fees account of the applicable Issuing Lender prior to such time. Such Revolving Advance shall constitute a Base Rate Advance and expenses incurred in connection with the enforcement proceeds of such rights, and (B) Advance shall be payable only used to repay such Reimbursement Obligation. If, for any reason, the Borrower fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Revolving Lenders are unable to make or have no obligation to make a Revolving Advance, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the interest rate applicable to a Base Rate Advance (or, in the extent case of a Reimbursement Obligation denominated in an Agreed Currency other than Dollars, at the rate determined by the Issuing Lender in good faith to represent the Issuing Lender's cost of overnight or short-term funds in the applicable Agreed Currency plus the then effective Applicable Margin with respect to Eurodollar Rate Loans which are Revolving Loans). The Borrower agrees to indemnify the Issuing Lender against any loss or expense determined by such Issuing Lender in good faith to have resulted from any conversion pursuant to this Section 2.21 by reason of the funds available under and at inability of the time and in Issuing Lender to convert the priority specified therefor in Sections 2.4(b), 3.2 and 3.3 hereofDollar Amount received from the Borrower or from the Lenders, as applicable, into an amount in the applicable Agreed Currency of such Letter of Credit equal to the amount of such Reimbursement Obligation.