Certificates for Reimbursement. A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder, an explanation thereof and reasonable supporting information or evidence with respect thereto shall be conclusive in the absence of manifest error so long as such requests for compensation are made within ninety (90) days of incurrence. Any Person seeking compensation under this Article III shall, in connection with any such claim, provide both the Administrative Agent and the Borrower with a copy of the certificate and supporting information/evidence referenced in the previous sentence. In determining the compensation amount claimed, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. The Borrower shall pay such Lender the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

Certificates for Reimbursement. A certificate of a Lender, or an Issuing Lender or such other Recipient setting forth the amount or amounts necessary to compensate such Lender or such Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Lender or such other Recipient, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, ​ shall reimburse such LC Disbursement by paying to [[Administrative Agent:Organization]], subject to this Section 2.06(e) and Section 2.06(k), in the Agreed Currency which was paid by such Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement) not later than 12:00 noon Local Time (or 3:00 p.m. Local Time in the event that ​ is reimbursing such LC Disbursement with proceeds of a Swingline Loan), on the date that such LC Disbursement is made, if ​ shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice has not been received by ​ prior to such time on such date, then not later than 12:00 noon, Local Time, on the Business Day immediately following the day that ​ receives such notice; provided that, if such LC Disbursement is not less than the Equivalent Amount of $1,000,000, ​ may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.055] that such payment be financed with an ABR Revolving Borrowing (in the case of any LC Disbursement made in Dollars) or a Swingline Loan (in the case of an LC Disbursement made in any Agreed Currency that is also an Agreed Currency for Swingline Loans) in the amount of such LC Disbursement and, to the extent so financed, ​’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If ​ fails to make such payment when due, then # if such payment relates to a Foreign Currency Letter of Credit, automatically and with no further action required, the obligation to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Amount calculated as of the date when such payment was due, of such LC Disbursement and # in any such case, [[Administrative Agent:Organization]] shall notify each Lender of the applicable LC Disbursement, the payment then due from ​ in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to [[Administrative Agent:Organization]] its Applicable Percentage of the payment then due from ​, in Dollars, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of [[Organization B:Organization]]), and [[Administrative Agent:Organization]] shall promptly pay to [[Issuing Bank:Organization]] the amounts so received by it from [[Organization B:Organization]]. Promptly following receipt by [[Administrative Agent:Organization]] of any payment from ​ pursuant to this paragraph, [[Administrative Agent:Organization]] shall distribute such payment to [[Issuing Bank:Organization]] or, to the extent that [[Organization B:Organization]] have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such [[Organization B:Organization]] 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 any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve ​ of its obligation to reimburse such LC Disbursement. If ​’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject [[Administrative Agent:Organization]], any Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, ​ shall, at its option, either # pay the amount of any such tax requested by [[Administrative Agent:Organization]], any [[Issuing Bank:Organization]] Bank or the relevant Lender or # reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable Exchange Rates, on the date such LC Disbursement is made, of such LC Disbursement.

Reimbursement. If an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the [[Consolidated Parties:Organization]] shall reimburse such L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on # the Business Day that the [[Consolidated Parties:Organization]] receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or # the Business Day immediately following the day that the [[Consolidated Parties:Organization]] receives such notice, if such notice is not received prior to such time, provided that, if such L/C Disbursement is not less than $1,000,000, the [[Consolidated Parties:Organization]] may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with a Revolving Credit Borrowing of Daily SOFR Rate Loan in an equivalent amount and, to the extent so financed, the [[Consolidated Parties:Organization]]’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Borrowing of Daily SOFR Rate Loans. If the [[Consolidated Parties:Organization]] fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Disbursement, the payment then due from the [[Consolidated Parties:Organization]] in respect thereof (the “Unreimbursed Amount”) and such Revolving Lender’s Pro Rata Share thereof.

Compensation; Reimbursement. At the closing of each Offering (each, a “Closing”), the Company shall compensate Wainwright as follows:

Expense Reimbursement. The Company will reimburse you for all reasonable and necessary travel and other out-of-pocket business expenses incurred by you in the performance of your duties and responsibilities, subject to and consistent with the Company’s business expense reimbursement policies in effect from time to time, including an itemized list of the expenses incurred and appropriate receipts and supporting documentation.

Tenant's Reimbursement. Except as may be specifically provided to the contrary in this Lease, Tenant shall pay to Landlord, within thirty (30) days of delivery by Landlord to Tenant of statements therefor: # sums equal to expenditures reasonably made and obligations incurred by Landlord in connection with the remedying by Landlord of Tenant's defaults pursuant to the provisions of Section 26.1; # sums equal to all losses, costs, liabilities, damages and expenses referred to in Article 10 of this Lease; and # sums equal to all expenditures made

Expense Reimbursement. Executive shall be promptly reimbursed, upon submission of appropriate documentation, for reasonable business expenses, including travel and reasonable entertainment expenses, incurred by Executive in accordance with the expense reimbursement policies of Penns Woods in effect from time to time.

Immediately upon the issuance of each Letter of Credit, each [[Organization C:Organization]] shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from [[Organization B:Organization]] a participation in such Letter of Credit and each drawing thereunder in an amount equal to such [[Organization C:Organization]]'s Revolver A Commitment Percentage of the Maximum Face Amount of such Letter of Credit and the amount of such drawing, respectively.

Expense Reimbursement. The Company will reimburse the Executive for all reasonable travel and other expenses (including periodic dues and membership fees pertaining to attorney licensing registrations, professional associations and industry groups) incurred by the Executive in connection with the performance of his or her duties and obligations under this Agreement. The Executive shall comply with such reasonable limitations and reporting requirements with respect to expenses as may be established by the Company from time to time.