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.

Disbursements. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit and shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by hand delivery, facsimile or other electronic delivery) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Disbursements. The Firm bills its clients for cost advances on the client’s behalf for items such as filing fees, transcript and deposition fees, and expert witness fees. Where the expenses involve payment to persons outside the firm, we may request that AVRS pay those expenses directly. Further, it may be necessary to incur expenses for items such as photocopying, messengers, overnight mail, postage, deposition transcription, telephone, facsimile, computerized legal research, and staff overtime. Similarly, matters may require travel, lodging and meals. These types of expenses are billed as incurred in handling your matter and such expenses will be separately itemized on our billing statements. Some of these expenses represent only out-of-pocket costs, while others include an allocation of overhead costs associated with the items, or a combination of both factors. The amounts of the charges are reconsidered periodically, and you will be responsible for paying the charges in effect when they are incurred. The Firm shall obtain AVRS’s approval before incurring any out-of-pocket expenses in excess of $500.00.

Monthly Disbursements. From time to time, if Tenant desires disbursement of any portion of the Tenant Improvement Allowance, Tenant shall deliver to Landlord, on or before the fifteenth (15th) day of the month (and not more often than once per month) the following: # an Application and Certificate for Payment (AIA Document G702) (“Application for Payment”) signed by Tenant’s Architect, together with an updated schedule of values indicating the portion of the Tenant Improvement Work that has been completed and the portion that has not been completed as of the date of the request for payment; # an updated Budget setting forth in reasonable detail # a computation of the total costs of performing the Tenant Improvements incurred by Tenant during the prior month (including costs related to Plan Modifications) and # the cumulative Tenant Improvement costs incurred through the end of such month; # a calculation of the portion of the request for payment due Tenant’s Contractor that is Landlord’s Share (as defined below in this [Section 6.5.1]); # invoices from all of Tenant’s Agents for labor rendered and materials delivered to the Premises; # executed conditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents included in the Application for Payment, together with unconditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents with respect to payments made by Landlord pursuant to Tenant’s prior submission of an Application for Payment, which shall comply with the appropriate provisions of California Civil Code Sections 8132 and 8134; and # all other information reasonably requested by Landlord or Landlord’s lender to support the disbursement. Tenant’s request for payment shall constitute Tenant’s representation to Landlord that, without limiting any warranty or other similar claims that Tenant may have against Tenant’s Contractor or Tenant’s Agents, Tenant has accepted and approved for payment the work furnished and/or materials supplied as set forth in the Application for Payment, and that the amount requested constitutes payment for Permitted Allowance Items that have been incurred by Tenant or are currently owing to Tenant’s Contractor or Tenant’s Agents. Provided that the Lease is then in full force and effect and Tenant is not in default of any of its obligations under the Lease, including this Agreement, within forty-five (45) days after receipt of the foregoing, Landlord shall deliver a check to Tenant made payable to Tenant’s Contractor or as otherwise directed in writing by Tenant, in payment of the lesser of: # Landlord’s Share, if applicable, of the Permitted Allowance Items shown in the applicable Application for Payment, after first deducting any amounts payable pursuant to [Sections 2.2.7 and 6.3]3] above, and # the balance of any remaining available portion of the Tenant Improvement Allowance (excluding the Final Retention), provided that Landlord may withhold from such disbursement amounts attributable to work that Landlord reasonably determines does not comply with the Approved TI Construction Drawings, as amended by Plan Modifications approved by Landlord. “Landlord’s Share” shall be the proportion that the Tenant Improvement Allowance bears to the estimated total cost of the Tenant Improvements as reflected in the current Budget. For example, if the estimated total cost of the Tenant Improvements in the current Budget is if the estimated total cost of the Tenant Improvements changes during the course of construction due to changes in the scope of the work, increased costs of materials, delays, or any other reason, Landlord’s Share shall be appropriately adjusted to reflect the estimated total cost of the Tenant Improvement at the time of each draw request. Landlord’s payment of such amounts shall not be deemed Landlord’s approval

Certain Disbursements/Receipts. The Parties hereto contemplate that, from time to time on or after the Effective Time, a member of a Party’s Group (any such member, the “Paying Party”), as a convenience to a member of the other Party’s Group (the “Responsible Party”), in connection with the transactions contemplated by this Services Agreement, may make certain payments that are properly the responsibility of the Responsible Party (any such payment made, a “Disbursement”). Similarly, from time to time on or after the Effective Time, a member of a Party’s Group (any such member, the “Receiving Party”) may receive from Third Parties certain payments to which a member of the other Party’s Group is entitled (the “Other Party”, and any such payment received, a “Receipt”). Accordingly, with respect to Disbursements and Receipts (each of which shall be subject to [Section 3.4]), the Parties hereto agree as follows.

SECTION # Advance Reimbursement of LC Disbursements 49

SECTION # Reimbursement of LC Disbursements; Evidence of Debt 48

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 the Administrative Agent, 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 2.05]5] 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 issued in a Foreign Currency that is not an Agreed Currency for Revolving Loans (or to any Foreign Currency Letter of Credit at the option of the applicable Issuing Bank), 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, the Administrative Agent 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 the Administrative Agent 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 ​), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from ​. Promptly following receipt by the Administrative Agent of any payment from ​ pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that ​ 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 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 the Administrative Agent, 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 the Administrative Agent, any applicable Issuing 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 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 12:00 noon on # the Business Day that the Borrower 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 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 $1,000,000, 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.

Reimbursement. If the Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such L/C Disbursement by paying to the Administrative Agent in Dollars an amount equal to such L/C Disbursement not later than 12:00 p.m., New York City time, IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""

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 shall promptly reimburse the Participant for all legal fees and expenses reasonably incurred in successfully seeking to obtain or enforce any right or benefit provided under the Plan.

Reimbursement Obligation. Each Borrower agrees unconditionally, irrevocably and absolutely to pay immediately to the applicable Issuing Bank or, if applicable, the Administrative Agent, for the account of the Revolving Loan Lenders, the amount of each advance drawn under or pursuant to a Letter of Credit issued on behalf of such Borrower or an L/C Draft related thereto (such obligation of such Borrower to reimburse such Issuing Bank 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 reimbursement to be made by such Borrower no later than the Business Day on which the applicable Issuing Bank makes payment of each such L/C Draft or, if such Borrower shall have received notice of a Reimbursement Obligation later than 10:00 a.m. (New York time) on any Business Day or on a day which is not a Business Day, no later than 10:00 a.m. (New York time) on the immediately following Business Day or, in the case of any other draw on a Letter of Credit, the date specified in the demand of the applicable Issuing Bank. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, such Borrower shall be deemed to have elected to borrow Revolving Loans from the Revolving Loan Lenders, as of the date of the advance giving rise to the Reimbursement Obligation, in an aggregate amount equal to (and in the same Agreed Currency as) the unpaid Reimbursement Obligation. Such Revolving Loans shall be made as of the date of the payment giving rise to such Reimbursement Obligation subject to satisfaction of the conditions to borrowing set forth herein. Revolving Loans made pursuant to this Section 3.7, if made in Dollars, shall initially be Floating Rate Advances and thereafter may be continued as Floating Rate Advances or converted into Eurocurrency Rate Advances in the manner provided in Section 2.9 and subject to the other conditions and limitations therein set forth and set forth in Article II and in the definition of Interest Period. Revolving Loans made pursuant to this Section 3.7, if made in an Agreed Currency other than Dollars, shall initially be Eurocurrency Rate Advances having an Interest Period selected by the Administrative Agent and thereafter shall be subject to Section 2.9 and the other conditions and limitations therein set forth and set forth in Article II and in the definition of Interest Period. If, for any reason, the Borrowers fail to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any reason, the Revolving Loan Lenders are unable to make or have no obligation to make Revolving Loans, then the Administrative Agent shall notify each Revolving Loan Lender of the applicable Reimbursement Obligations, the payment then due from the Borrowers in respect thereof and such Revolving Loan Lender’s Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Loan Lender shall pay to the Administrative Agent its Pro Rata Share of the payment then due from the Borrower, in the same manner as provided in Section 2.11 with respect to Loans made by such Lender (and Section 2.11 shall apply, mutatis mutandis, to the payment obligations of the Revolving Loan Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Loan Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Loan Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Loan Lender pursuant to this paragraph to reimburse the Issuing Bank for any Reimbursement Obligations (other than the funding of Revolving Loans as contemplated above) shall not constitute a Revolving Loan and shall not relieve the Borrowers of their obligation to reimburse such Reimbursement Obligations. Reimbursement Obligations that have not been paid by the Borrowers when due shall bear interest from and after such day, until paid in full, at the interest rate applicable to a Floating Rate Advance consisting of Revolving Loans plus two percent (2.0%) per annum.

Expense Reimbursement. Loggenberg shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment in accordance with normal [[Organization B:Organization]] policy, incurred by Loggenberg in the performance of Loggenberg's duties. Loggenberg will maintain records and written receipts as required by [[Organization B:Organization]] policy and reasonably requested by the board of directors to substantiate such expenses.

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.

The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unreimbursed Drawing with respect to any Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer. The Borrower will be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate Dollar Equivalent principal amount

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.

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.