Certificates for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in [[subsection (a) or (b)])]])] of this Section and delivered to the Partnership shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such 885707.04-LACSR02A - MSW

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 ten (10) days after receipt thereof.

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.

Reimbursement. If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the 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 ​ on # the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to ​ or # the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time, provided that, if such L/C Disbursement is not less than ​, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with [Section 2.02] or [Section 2.04] that such payment be financed with a Borrowing of Base Rate Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans or Swingline Loan. If the Borrower 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 Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof. Promptly upon receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to [Section 2.03(e)(ii)], subject to the amount of the unutilized portion of the aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this [Section 2.03(f)] may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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.

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.

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.

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

Expense Reimbursement. In addition ​ compensation and benefits provided herein, the Company shall, upon receipt of appropriate documentation, reimburse Employee each month for his reasonable travel, lodging, entertainment, promotion and other ordinary and necessary business expenses incurred ​ extent such reimbursement is permitted under the Company's expense reimbursement policy.

Certificates for Reimbursement. Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in [[subsection (a) or (b)])]])] of this Section and delivered to the Company shall be conclusive absent manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof.

Reimbursement. If an L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Principal Borrower 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 ​ on # the Business Day that the Principal Borrower receives notice of such L/C Disbursement, if such notice is received prior to ​ or # the Business Day immediately following the day that the Principal Borrower receives such notice, if such notice is not received prior to such time, provided that, if such L/C Disbursement is not less than ​, the Principal Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with [Section 2.02] that such payment be financed with a Borrowing of Daily SOFR Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Daily SOFR Rate Loans. If any Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from such Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof. In such event, any Borrower shall be deemed to have requested a Borrowing of Daily SOFR Rate Loans to be disbursed on the date of payment by the applicable L/C Issuer under a Letter of Credit in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in [Section 2.02] for the principal amount of Daily SOFR Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in [Section 4.02] (other than the delivery of a Loan Notice). Any notice given by any L/C Issuer or the Administrative Agent pursuant to this [Section 2.03(f)] may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement. If the relevant Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, ​ shall reimburse such LC Disbursement by paying to ​ in Dollars the Dollar Amount equal to such LC Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement (or if such Issuing Bank shall so elect in its sole discretion by notice to ​, in such other 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 ​, Local Time, on the date that such LC Disbursement is made, if ​ shall have received notice of such LC Disbursement prior to ​, 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 ​, Local Time, on the Business Day immediately following the day that ​ receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar Amount of ​, ​ may, subject to the conditions to borrowing set forth herein, request in accordance with [Section 2.03 or 2.05]5] that such payment be financed with # to the extent such LC Disbursement was made in Dollars, an ABR Revolving Borrowing, Term Benchmark Revolving Borrowing or Dollar Swingline Loan in an amount equal to such LC Disbursement or # to the extent that such LC Disbursement was made in a Foreign Currency, a Term Benchmark Revolving Borrowing or an RFR Revolving Borrowing in such Foreign Currency in an amount equal to such LC Disbursement and, in each case, to the extent so financed, ​’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Term Benchmark Revolving Borrowing, RFR Revolving Borrowing or Dollar Swingline Loan, as applicable. If ​ fails to make such payment when due, ​ shall notify each Applicable 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 Applicable Lender shall pay to ​ its Applicable Percentage of the payment then due from ​, 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 the Applicable ​), and ​ shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Applicable ​. Promptly following receipt by ​ of any payment from ​ pursuant to this paragraph, ​ shall distribute such payment to such Issuing Bank or, to the extent that Applicable ​ have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such ​ and such Issuing Bank as their interests may appear. Any payment made by an Applicable Lender pursuant to this paragraph to reimburse the relevant Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Dollar 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 ​, any Issuing Bank or any Global Tranche 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 ​, the relevant Issuing Bank or the relevant Global Tranche Lender or # reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Dollar Amount thereof calculated on the date such LC Disbursement is made.

The Company hereby agrees to reimburse the Sponsor or its designee for all Sponsor Expenses actually incurred by, or on behalf of, the Sponsor. The Company shall reimburse the Sponsor Expenses immediately prior to, or upon the occurrence of, the redemption of the Special Limited Partnership Units in connection with the events (each, a “Reimbursement Event”) set forth or contemplated by the provisions of [Section 8.6] of the OP Agreement. The Company only shall be obligated to reimburse the Sponsor in connection with a Reimbursement Event after # the Company has fully invested the proceeds from the Primary Offering and # the Stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a six percent (6%) cumulative, non-compounded annual pre-tax return on such invested capital.

Reimbursement. If the Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Lender an amount equal to such LC Disbursement not later than ​, Detroit, Michigan time, on # the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to ​, Detroit, Michigan time, on the day of receipt, or # the Business Day immediately following the day that the Borrower receives such notice, if such notice is received after ​, Detroit, Michigan time, on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with [[Section 2.03 or 2.05]5]]5] that such payment be financed with a Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Loan.

Certificates. ​ shall have furnished to ​ a certificate of the ​’s Architect substantially in the form attached hereto as [Exhibit 2.19](e) which is countersigned by the General Contractor with respect to the certification regarding the cost of the Punch List Items.

Certificates. ​ shall have received a copy of the articles or certificate of incorporation, or certificate of formation, as the case may be, of each Loan Party, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction

Expense Reimbursement. During the term of this Agreement, Employee shall be entitled to reimbursement of all ordinary and necessary expenses incurred by Employee for the Company, in accordance with the Company’s policies and practices with regard to documentation and payment of such expenses. Employee may be provided with one cell phone, which may be used incidentally for personal use, but which phone number, phone and related data shall be solely owned by the Company. The type of phone and phone plan shall be determined in the sole discretion of the Company.

Reimbursement Amount. In the event that, on any Valuation Date, there is a Reimbursement Amount, the Guarantee Debtor may request the Guarantee Holder, and the latter shall be required to deliver the Reimbursement Amount prior to the Close of Business of the Banking Business Day following the date on which the Guarantee Debtor is notified of the existence of a Reimbursement Amount.

ESTOPPEL CERTIFICATES. Within ten (10) business days following a request in writing by Landlord, Tenant shall execute, acknowledge and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be substantially in the form of [Exhibit D], attached hereto (or such other form as may be reasonably required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord's mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. At any time during the Lease Term, in connection with a sale or financing of the Building by Landlord, Landlord may require Tenant to provide Landlord with its most recent annual financial statement and annual financial statements of the preceding two (2) years, subject to the terms below. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Landlord shall hold such statements confidential. Notwithstanding the foregoing, in the event that # stock in the entity which constitutes Tenant under this Lease (as opposed to an entity that controls Tenant or is otherwise an affiliate of Tenant) is publicly traded on NASDAQ or a national stock exchange, and # Tenant has its own, separate and distinct ​ and ​ filing requirements (as opposed to joint or cumulative filings with an entity that controls Tenant or with entities which are otherwise affiliates of Tenant), then Tenant's obligation to provide Landlord with a copy of financial statements shall be deemed satisfied. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.