Common use of Reimbursement Procedure Clause in Contracts

Reimbursement Procedure. (a) Annually, FHI shall provide BWCorp with a statement of the amounts it expects to charge BWCorp monthly for Reimbursable Expenses for the twelve (12) months following the date of such statement. Semiannually, FHI shall adjust the amounts expected to be charged to reflect any increase or decrease in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated. (b) FHI shall charge BWCorp monthly in arrears for Reimbursable Expenses. FHI shall provide sufficient detail to BWCorp for all monthly charges to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx no later than ten (10) Business Days after receiving such xxxx. (c) Within ten (10) Business Days of receiving a xxxx for Reimbursable Expenses, BWCorp may object to any item that it reasonably and in good faith determines not to be a Reimbursable Expense. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with the provisions of Section 6 of the Master Reorganization Agreement. (d) No payment owed by BWCorp to FHI shall be deemed to be late or in default if and to the extent that such payment is in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related to a disputed portion of a xxxx shall be paid within ten (10) Business Days of such dispute being resolved. (e) FHI shall maintain sufficient records, in reasonable detail, of (i) the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreement.

Reimbursement Procedure. (a) AnnuallyThe reimbursement or payment, FHI shall provide BWCorp with a statement as applicable, of the amounts it expects IUE-CWA Retirement Incentives and the IUE-CWA Buy Out Payments shall be made according to charge BWCorp monthly the following procedures: (i) GM shall reimburse Delphi for Reimbursable Expenses for 100% of the twelve IUE-CWA Retirement Incentives, 50% of the IUE-CWA Buy Out Payments, 100% of the incremental Delphi portion of FICA taxes paid due to the IUE-CWA Retirement Incentives, and 50% of the incremental Delphi portion of FICA taxes paid due to the IUE-CWA Buy Out Payments, as applicable (12) months following collectively, the date of such statement. Semiannually, FHI shall adjust the amounts expected to be charged to reflect any increase or decrease in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated“IUE-CWA-Related Reimbursements”). (bii) FHI The IUE-CWA Retirement Incentives, and the IUE-CWA Buy Out Payments shall charge BWCorp monthly be made through Delphi payroll in arrears for Reimbursable Expensesthe month that the employee retirement or buy out is made, or as soon as possible thereafter. FHI Delphi shall provide sufficient detail to BWCorp be responsible for all monthly charges information reporting obligations arising from the IUE-CWA Retirement Incentives and the IUE-CWA Buy Out Payments, and for remittance of all associated tax withholding and payroll taxes to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx no later than ten (10) Business Days after receiving such xxxxapplicable taxing authorities. (ciii) Within ten (10) Business Days of receiving a xxxx The IUE-CWA Retirement Incentives and the IUE-CWA Buy Out Payments shall be reviewed by Delphi for Reimbursable Expensesgarnishments, BWCorp may object child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder with respect to the IUE-CWA Retirement Incentives and the IUE-CWA Buy Out Payments without regard to any item that it reasonably and in good faith determines not legally required reduction of payments to be a Reimbursable Expense. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with the provisions of Section 6 of the Master Reorganization Agreementan employee. (div) No payment owed The amount of the IUE-CWA-Related Reimbursements and the supporting detail showing the IUE-CWA Retirement Incentives and the IUE-CWA Buy Out Payments made by BWCorp to FHI Delphi shall be deemed provided in an invoice to GM (the “IUE-CWA Reimbursement Invoice”). The IUE-CWA Reimbursement Invoice shall be late or in default supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made related to the extent IUE-CWA-Related Reimbursements. Such IUE-CWA Reimbursement Invoice shall contain a representation that such payment information is substantially complete and substantially accurate in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related to a disputed portion of a xxxx shall be paid within ten (10) Business Days of such dispute being resolvedall respects. (ev) FHI GM shall maintain sufficient recordspay all amounts in each IUE-CWA Reimbursement Invoice that contains all information and representations required by section 3.03(e)(iv) hereof within thirty (30) days following the receipt by GM of each respective IUE-CWA Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, in reasonable detail, of (i) GM shall pay Delphi on the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreementnext business day).

Reimbursement Procedure. (a) Annually, FHI shall provide BWCorp with a statement The reimbursements of the amounts it expects UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be made according to charge BWCorp monthly the following procedure: (i) GM shall reimburse Delphi for Reimbursable Expenses for 100% of the twelve UAW Retirement Incentives, 50% of the UAW Buy Out Payments, and 100% of the UAW Buy Down Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Retirement Incentives, 50% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Out Payments, and 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Down Payments, as applicable (12) months following collectively, the date of such statement. Semiannually, FHI shall adjust the amounts expected to be charged to reflect any increase or decrease in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated“UAW-Related Reimbursements”). (bii) FHI The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall charge BWCorp monthly be made through Delphi payroll in arrears for Reimbursable Expensesthe month that the employee retirement or buy out is effective, or, regarding buy down, the month each required payment is made, or as soon as possible thereafter. FHI Delphi shall provide sufficient detail to BWCorp be responsible for all monthly charges information reporting obligations arising from the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments and for remittance of all associated tax withholding and payroll taxes to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx no later than ten (10) Business Days after receiving such xxxxapplicable taxing authorities. (ciii) Within ten (10) Business Days of receiving a xxxx The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be reviewed by Delphi for Reimbursable Expensesgarnishments, BWCorp may object child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder without regard to any item that it reasonably and in good faith determines not legally required reduction of payments to be a Reimbursable Expense. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with the provisions of Section 6 of the Master Reorganization Agreementan employee. (div) No payment owed The amount of the UAW-Related Reimbursements and supporting detail showing the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments made by BWCorp to FHI Delphi shall be deemed provided in an invoice to GM (the “UAW Reimbursement Invoice”). The UAW Reimbursement Invoice shall be late or in default supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made due to the extent UAW Retirement Incentives, the UAW Buy Out Payments, or the UAW Buy Down Payments, as applicable. Such UAW Reimbursement Invoice shall contain a representation that such payment information is substantially complete and substantially accurate in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related to a disputed portion of a xxxx shall be paid within ten (10) Business Days of such dispute being resolvedall respects. (ev) FHI GM shall maintain sufficient recordspay all amounts in each UAW Reimbursement Invoice that contains all information and representations required by section 3.02(j)(iv) hereof within thirty (30) days following the receipt by GM of each respective UAW Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, in reasonable detail, of (i) GM shall pay Delphi on the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreementnext business day).

Reimbursement Procedure. (a) AnnuallyExcept as may be otherwise provided in this Agreement, FHI shall provide BWCorp with a statement reimbursements will be made as follows: 1. Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate reimbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board of the amounts it expects Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed, except that the Recipient may not acquire or request reimbursement of costs for materials, equipment, or land until after any required environmental review process is complete and the Division provides written notice that such items may be reimbursed under this Agreement. To be eligible for reimbursement, Project Costs, including any planning and design allowance costs, must have been incurred in compliance with all applicable requirements, including the state cross-cutting requirements listed in Exhibits C and D. 2. The Recipient must submit a Reimbursement Request for costs incurred prior to charge BWCorp monthly for Reimbursable Expenses for the twelve (12) months following the date of such statement. Semiannually, FHI shall adjust this Agreement is executed by the amounts expected to be charged to reflect any increase or decrease in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated. (b) FHI shall charge BWCorp monthly in arrears for Reimbursable Expenses. FHI shall provide sufficient detail to BWCorp for all monthly charges to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx State Water Board no later than ten ninety (1090) Business Days days after receiving such xxxxthis Agreement is executed by the State Water Board. Late Reimbursement Requests may not be honored. (c) Within ten (10) Business Days 3. Additional Project Funds will be promptly disbursed to the Recipient upon receipt of receiving a xxxx Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for Reimbursable Expensesincurred costs consistent with this Agreement, BWCorp may object to any item that it reasonably and in good faith determines not to be a Reimbursable Expense. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance along with the provisions receipt of Section 6 of the Master Reorganization progress reports due under this Agreement. 4. The Recipient shall not solicit construction bids or conduct any construction activities until the Division has provided written bid solicitation approval. The Division will not provide bid solicitation approval until after the Division completes its applicable review, which will include but not be limited to environmental review. 5. The Recipient must not request reimbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of Reimbursement Request. Supporting documentation (de.g., receipts) No payment owed must be submitted with each Reimbursement Request. The amount requested for Recipient’s administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Reimbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Reimbursement Request. Upon request by BWCorp to FHI shall the Division, supporting documents for professional and administrative services must include the employees’ names, classifications, labor rates, hours worked, and descriptions of the tasks performed. Reimbursement Requests submitted without supporting documents may be deemed to be late wholly or in default if and partially withheld at the discretion of the Division. 6. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the extent that such payment is in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related to a disputed portion of a xxxx shall be paid within ten (10) Business Days of such dispute being resolvedState Water Board. The State Water Board may deduct earned interest from future reimbursements. (e) FHI shall maintain sufficient records7. The Recipient must not request a reimbursement unless that Project Cost is allowable, in reasonable detailreasonable, of (i) the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expensesallocable. 8. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 Notwithstanding any other provision of this Agreement, no reimbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. Notwithstanding any other provision of this Agreement, the Recipient agrees that the State Water Board may retain an amount equal to ten percent (10%) of the Project Funding Amount until Project Completion. Any retained amounts due to the Recipient will be promptly disbursed to the Recipient, without interest, upon Project Completion. No Project construction shall proceed until after the Division has provided approval for construction to proceed. Construction costs incurred prior to the date that the Division provides approval to proceed are not eligible for reimbursement. No disbursement for construction costs shall be provided until after the Division has approved the final budget form(s) submitted by the Recipient including the applicable costs.

Reimbursement Procedure. ‌ To receive reimbursement under this Article, the Association member must select an attorney from a list of attorneys that has been mutually agreed upon by the ASSOCIATION and the County Counsel. Neither party shall unreasonably oppose the inclusion of an attorney on the list. A. Within sixty (a60) Annuallydays of the execution of this Agreement, FHI the ASSOCIATION shall submit to the County Counsel the names and professional biographies of the attorneys the ASSOCIATION proposes for inclusion on the list. If the County Counsel does not object to an attorney on the list within twenty (20) working days, the attorney shall be included on this list. The names on the list shall be reviewed every six (6) months upon the request of either party. As a condition to subsequent reimbursement by the COUNTY, the Association member shall notify the ASSOCIATION and the COUNTY within three (3) calendar days of the selection of an attorney under these provisions. If no attorney on the list is available to represent an Association member, the Association member may obtain another attorney of their choosing, licensed to practice in Oregon and having a principal place of practice in the Lane County area, and so long as the COUNTY’S obligation to reimburse will arise only if the County Attorney receives written notice of the selected attorney from the ASSOCIATION within three (3) calendar days of the Association member or ASSOCIATION learning of the lack of availability of an attorney from the predetermined list. B. Estimate of Legal Fees Following the initial meeting between the Association member and the attorney, the ASSOCIATION shall arrange for the attorney to provide BWCorp the COUNTY, at no cost to the COUNTY, a preliminary estimate of the anticipated legal fees, costs and expenses. This preliminary estimate shall be directed to County Counsel, the Sheriff, Human Resources Department and the ASSOCIATION. C. Billing Before becoming obligated to reimburse an Association member under this Article, the COUNTY shall be presented with a statement sworn affidavit by the attorney listing an hourly breakdown of the amounts it expects to charge BWCorp monthly for Reimbursable Expenses for time spent and a brief description of the twelve (12) months following the date purpose of such statementtime. SemiannuallyThe hourly breakdown must be received by the COUNTY within sixty (60) days of the conclusion of the grand jury or criminal proceedings against the Association member. The attorney shall account for and value time at the attorney’s usual and customary rate, FHI shall adjust and if there is a range of rates usually and customarily utilized by the amounts expected attorney, then at the rate most favorable to be charged the client, not to reflect any increase or decrease exceed one hundred seventy five dollars ($175.00) per hour. If the COUNTY, in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated. (b) FHI shall charge BWCorp monthly in arrears for Reimbursable Expenses. FHI shall provide sufficient detail to BWCorp for all monthly charges to permit BWCorp to verify that discretion, feels the charges cover Reimbursable Expenses. BWCorpexceed the reasonable, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx no later than ten (10) Business Days after receiving such xxxx. (c) Within ten (10) Business Days of receiving a xxxx for Reimbursable Expenses, BWCorp may object to any item that it reasonably usual and in good faith determines not to be a Reimbursable Expense. If such objection is madecustomary fees normally charged, the parties will cooperate shall submit the matter to the Oregon State Bar Fee Arbitration program for resolution. In any Fee arbitration proceedings, the COUNTY may assert any position that the Association member could assert in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such a direct dispute between themselves, will resolve such dispute in accordance with the Association member and the attorney. D. Binding Decision The decision of the OSB fee arbitrator or arbitration panel shall be final and binding as to the COUNTY’S obligation under this Article. Under no circumstances shall the provisions of Section 6 of the Master Reorganization Agreement. (d) No payment owed by BWCorp to FHI shall be deemed to be late or in default if and to the extent that such payment is in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related this Article give rise to a disputed portion claim of a xxxx shall be paid within ten (10) Business Days of such dispute being resolvedany sort against the COUNTY by the attorney retained or selected by the Association member. (e) FHI shall maintain sufficient records, in reasonable detail, of (i) the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreement.

Reimbursement Procedure. (a) AnnuallyThe reimbursement or payment, FHI shall provide BWCorp with a statement as applicable of the amounts it expects USW Retirement Incentives and the USW Buy Out Payments shall be made according to charge BWCorp monthly the following procedure: (i) GM shall reimburse Delphi for Reimbursable Expenses for 100% of the twelve USW Retirement Incentives and 50% of the USW Buy Out Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the USW Retirement Incentives and 50% of the incremental Delphi portion of FICA taxes paid due to the USW Buy Out Payments, as applicable (12) months following collectively, the date of such statement. Semiannually, FHI shall adjust the amounts expected to be charged to reflect any increase or decrease in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated“USW-Related Reimbursements”). (bii) FHI The USW Retirement Incentives and the USW Buy Out Payments shall charge BWCorp monthly be made through Delphi payroll in arrears for Reimbursable Expensesthe month that the employee retirement or buy out is made, or as soon as possible thereafter. FHI Delphi shall provide sufficient detail to BWCorp be responsible for all monthly charges information reporting obligations arising from the USW Retirement Incentives and the USW Buy Out Payments and for remittance of all associated tax withholding and payroll taxes to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx no later than ten (10) Business Days after receiving such xxxxapplicable taxing authorities. (ciii) Within ten (10) Business Days of receiving a xxxx The USW Retirement Incentives and the USW Buy Out Payments shall be reviewed by Delphi for Reimbursable Expensesgarnishments, BWCorp may object child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder without regard to any item that it reasonably and in good faith determines not legally required reduction of payments to be a Reimbursable Expense. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with the provisions of Section 6 of the Master Reorganization Agreementan employee. (div) No payment owed The amount of the USW-Related Reimbursements and supporting detail showing the USW Retirement Incentives and the USW Buy Out Payments made by BWCorp to FHI Delphi shall be deemed provided in an invoice to GM (the “USW Reimbursement Invoice”). The USW Reimbursement Invoice shall be late or in default supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made related to the extent USW-Related Reimbursements. Such USW Reimbursement Invoice shall contain a representation that such payment information is substantially complete and substantially accurate in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related to a disputed portion of a xxxx shall be paid within ten (10) Business Days of such dispute being resolvedall respects. (ev) FHI GM shall maintain sufficient recordspay all amounts in each USW Reimbursement Invoice that contains all information and representations required by section 3.04(d)(iv) hereof within thirty (30) days following the receipt by GM of each respective USW Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, in reasonable detail, of (i) GM shall pay Delphi on the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreementnext business day).

Reimbursement Procedure. Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: (a) AnnuallyUpon execution and delivery of this Agreement by both parties, FHI shall provide BWCorp with a statement the Recipient may request immediate reimbursement of any eligible incurred costs through submission to the State Water Board of the amounts it expects to charge BWCorp monthly Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed. To be eligible for Reimbursable Expenses for reimbursement, Project Costs, including any planning and design allowance costs, must have been incurred in compliance with all applicable requirements, including the twelve (12) months following the date of such statement. Semiannually, FHI shall adjust the amounts expected to be charged to reflect any increase or decrease state and federal cross-cutting requirements listed in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated.Exhibit C. (b) FHI shall charge BWCorp monthly in arrears The Recipient must submit a reimbursement request for Reimbursable Expenses. FHI shall provide sufficient detail costs incurred prior to BWCorp for all monthly charges to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx date this Agreement is executed by the State Water Board no later than ten ninety (1090) Business Days days after receiving such xxxxthis Agreement is executed by the State Water Board. Late reimbursement requests may not be honored. (c) Within ten (10) Business Days The Recipient may request reimbursement of receiving a xxxx for Reimbursable Expenses, BWCorp may object to any item that it reasonably eligible construction and equipment costs consistent with budget amounts approved by the Division in good faith determines not to be a Reimbursable Expense. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with the provisions of Section 6 of the Master Reorganization AgreementFinal Budget Approval. (d) No payment owed by BWCorp to FHI shall Additional Project Funds will be deemed to be late or in default if and promptly disbursed to the extent that such payment is in dispute pursuant to Section 3.2(c); provided that Recipient upon receipt of reimbursement request Form 260 and Form 261, or any payments owed amendment thereto, duly completed and executed by BWCorp to FHI related to a disputed portion the Recipient for incurred costs consistent with this Agreement, along with receipt of a xxxx shall be paid within ten (10) Business Days of such dispute being resolved.progress reports due under Exhibit A.‌ (e) FHI The Recipient must not request reimbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of reimbursement request. Supporting documentation (e.g., receipts) must be submitted with each reimbursement request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed reimbursement request. Upon request by the Division, supporting documents for professional and administrative services must include the employees’ names, classifications, labor rates, hours worked, and descriptions of the tasks performed. Reimbursement requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. (f) The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. (g) The Recipient shall maintain sufficient recordsnot request a reimbursement unless that Project Cost is allowable, reasonable, and allocable. (h) Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in reasonable detailany manner which is in violation of or in conflict with federal or state laws, of policies, or regulations. (i) No work or travel outside the amounts charged State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by FHB to FHI under the FHB-FHI MSA and (ii) California Department of Human Resources at xxxx://xxx.xxxxx.xx.xxx/employees/Pages/travel-reimbursements.aspx. as of the expenses date costs are incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this AgreementRecipient.

Reimbursement Procedure. (a) AnnuallyThe reimbursement or payment, FHI shall provide BWCorp with a statement as applicable, of the amounts it expects IUE-CWA Retirement Incentives and the IUE-CWA Buy Out Payments shall be made according to charge BWCorp monthly the following procedures: (i) GM shall reimburse Delphi for Reimbursable Expenses for 100% of the twelve IUE- CWA Retirement Incentives, 50% of the IUE-CWA Buy Out Payments, 100% of the incremental Delphi portion of FICA taxes paid due to the IUE-CWA Retirement Incentives, and 50% of the incremental Delphi portion of FICA taxes paid due to the IUE-CWA Buy Out Payments, as applicable (12) months following collectively, the date of such statement. Semiannually, FHI shall adjust the amounts expected to be charged to reflect any increase or decrease in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated"IUE-CWA-Related Reimbursements"). (bii) FHI The IUE-CWA Retirement Incentives, and the IUE- CWA Buy Out Payments shall charge BWCorp monthly be made through Delphi payroll in arrears for Reimbursable Expensesthe month that the employee retirement or buy out is made, or as soon as possible thereafter. FHI Delphi shall provide sufficient detail to BWCorp be responsible for all monthly charges information reporting obligations arising from the IUE- CWA Retirement Incentives and the IUE-CWA Buy Out Payments, and for remittance of all associated tax withholding and payroll taxes to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx no later than ten (10) Business Days after receiving such xxxxapplicable taxing authorities. (ciii) Within ten (10) Business Days of receiving a xxxx The IUE-CWA Retirement Incentives and the IUE- CWA Buy Out Payments shall be reviewed by Delphi for Reimbursable Expensesgarnishments, BWCorp may object child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder with respect to the IUE-CWA Retirement Incentives and the IUE-CWA Buy Out Payments without regard to any item that it reasonably and in good faith determines not legally required reduction of payments to be a Reimbursable Expense. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with the provisions of Section 6 of the Master Reorganization Agreementan employee. (div) No payment owed The amount of the IUE-CWA-Related Reimbursements and the supporting detail showing the IUE-CWA Retirement Incentives and the IUE-CWA Buy Out Payments made by BWCorp to FHI Delphi shall be deemed provided in an invoice to GM (the "IUE-CWA Reimbursement Invoice"). The IUE-CWA Reimbursement Invoice shall be late or in default supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made related to the extent IUE-CWA-Related Reimbursements. Such IUE-CWA Reimbursement Invoice shall contain a representation that such payment information is substantially complete and substantially accurate in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related to a disputed portion of a xxxx shall be paid within ten (10) Business Days of such dispute being resolvedall respects. (ev) FHI GM shall maintain sufficient recordspay all amounts in each IUE-CWA Reimbursement Invoice that contains all information and representations required by section 3.03(e)(iv) hereof within thirty (30) days following the receipt by GM of each respective IUE-CWA Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, in reasonable detail, of (i) GM shall pay Delphi on the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreementnext business day).

Reimbursement Procedure. (a) AnnuallyThe reimbursement or payment, FHI shall provide BWCorp with a statement as applicable of the amounts it expects USW Retirement Incentives and the USW Buy Out Payments shall be made according to charge BWCorp monthly the following procedure: (i) GM shall reimburse Delphi for Reimbursable Expenses for 100% of the twelve USW Retirement Incentives and 50% of the USW Buy Out Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the USW Retirement Incentives and 50% of the incremental Delphi portion of FICA taxes paid due to the USW Buy Out Payments, as applicable (12) months following collectively, the date of such statement. Semiannually, FHI shall adjust the amounts expected to be charged to reflect any increase or decrease in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated"USW-Related Reimbursements"). (bii) FHI The USW Retirement Incentives and the USW Buy Out Payments shall charge BWCorp monthly be made through Delphi payroll in arrears for Reimbursable Expensesthe month that the employee retirement or buy out is made, or as soon as possible thereafter. FHI Delphi shall provide sufficient detail to BWCorp be responsible for all monthly charges information reporting obligations arising from the USW Retirement Incentives and the USW Buy Out Payments and for remittance of all associated tax withholding and payroll taxes to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx no later than ten (10) Business Days after receiving such xxxxapplicable taxing authorities. (ciii) Within ten (10) Business Days of receiving a xxxx The USW Retirement Incentives and the USW Buy Out Payments shall be reviewed by Delphi for Reimbursable Expensesgarnishments, BWCorp may object child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder without regard to any item that it reasonably and in good faith determines not legally required reduction of payments to be a Reimbursable Expense. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with the provisions of Section 6 of the Master Reorganization Agreementan employee. (div) No payment owed The amount of the USW-Related Reimbursements and supporting detail showing the USW Retirement Incentives and the USW Buy Out Payments made by BWCorp to FHI Delphi shall be deemed provided in an invoice to GM (the "USW Reimbursement Invoice"). The USW Reimbursement Invoice shall be late or in default supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made related to the extent USW-Related Reimbursements. Such USW Reimbursement Invoice shall contain a representation that such payment information is substantially complete and substantially accurate in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related to a disputed portion of a xxxx shall be paid within ten (10) Business Days of such dispute being resolvedall respects. (ev) FHI GM shall maintain sufficient recordspay all amounts in each USW Reimbursement Invoice that contains all information and representations required by section 3.04(d)(iv) hereof within thirty (30) days following the receipt by GM of each respective USW Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, in reasonable detail, of (i) GM shall pay Delphi on the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreementnext business day).

Reimbursement Procedure. (a) AnnuallyExcept as may be otherwise provided in this Agreement, FHI shall provide BWCorp with a statement reimbursements will be made as follows: 1. Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate reimbursement of any eligible incurred costs as specified below through submission to the State Water Board of the amounts it expects Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed. 2. The Recipient must submit a Reimbursement Request for costs incurred prior to charge BWCorp monthly for Reimbursable Expenses for the twelve (12) months following the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late Reimbursement Requests may not be honored. 3. Additional Project Funds will be promptly disbursed to the Recipient upon receipt of Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 4. The Recipient must not request reimbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such statementcost by the Recipient is not required as a condition of reimbursement. SemiannuallySupporting documentation (e.g., FHI receipts) must be submitted with each Reimbursement Request. The amount requested for Recipient’s administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Reimbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Reimbursement Request. Upon request by the Division, supporting documents for professional and administrative services must include the employees’ names, classifications, labor rates, hours worked, and descriptions of the tasks performed. Reimbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 5. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future reimbursements. 6. The Recipient shall adjust the amounts expected to not request a reimbursement unless that Project Cost is allowable, reasonable, and allocable. 7. Notwithstanding any other provision of this Agreement, no reimbursement shall be charged to reflect required at any increase time or decrease in its actual costs any manner which is in violation of or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimatedin conflict with federal or state laws, policies, or regulations. (b) FHI shall charge BWCorp monthly in arrears for Reimbursable Expenses. FHI shall provide sufficient detail to BWCorp for all monthly charges to permit BWCorp to verify Notwithstanding any other provision of this Agreement, the Recipient agrees that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI State Water Board may retain an amount equal to do so, shall pay FHI any undisputed portion of a xxxx no later than ten percent (10%) Business Days after receiving such xxxxof the Project Funding Amount until Project Completion. Any retained amounts due to the Recipient will be promptly disbursed to the Recipient, without interest, upon Project Completion. (c) Within Except as follows, construction costs and disbursements are not available until after the Division has approved the final budget form submitted by the Recipient. The Deputy Director of the Division may authorize the disbursement of up to ten percent (10%) Business Days of receiving a xxxx Project Funds for Reimbursable Expenses, BWCorp may object the reimbursement of eligible construction costs and pre-purchased materials prior to any item that it reasonably and in good faith determines not to be a Reimbursable ExpenseDivision approval of the final budget form submitted by the Recipient. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they All other construction costs are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with eligible for reimbursement until after the provisions of Section 6 of Division has approved the Master Reorganization Agreement. (d) No payment owed final budget form submitted by BWCorp to FHI shall be deemed to be late or in default if and the Recipient. Construction costs incurred prior to the extent that such payment is in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related to a disputed portion of a xxxx shall be paid within ten (10) Business Days of such dispute being resolvedEligible Construction Start Date are not eligible for reimbursement. (e) FHI shall maintain sufficient records, in reasonable detail, of (i) the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreement.

Reimbursement Procedure. (a) AnnuallyExcept as may be otherwise provided in this Agreement, FHI shall provide BWCorp with a statement reimbursements will be made as follows: 1. Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate reimbursement of any eligible incurred costs as specified below through submission to the State Water Board of the amounts it expects Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed. 2. The Recipient must submit a Reimbursement Request for costs incurred prior to charge BWCorp monthly for Reimbursable Expenses for the twelve (12) months following the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late Reimbursement Requests may not be honored. 3. Additional Project Funds will be promptly disbursed to the Recipient upon receipt of Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 4. The Recipient must not request reimbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such statementcost by the Recipient is not required as a condition of reimbursement request. SemiannuallySupporting documentation (e.g., FHI receipts) must be submitted with each Reimbursement Request. The amount requested for Recipient’s administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Reimbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Reimbursement Request. Upon request by the Division, supporting documents for professional and administrative services must include the employees’ names, classifications, labor rates, hours worked, and descriptions of the tasks performed. Reimbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 5. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future reimbursements. 6. The Recipient shall adjust the amounts expected to not request a reimbursement unless that Project Cost is allowable, reasonable, and allocable. 7. Notwithstanding any other provision of this Agreement, no reimbursement shall be charged to reflect required at any increase time or decrease in its actual costs any manner which is in violation of or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimatedin conflict with federal or state laws, policies, or regulations. (b) FHI shall charge BWCorp monthly in arrears for Reimbursable Expenses. FHI shall provide sufficient detail to BWCorp for all monthly charges to permit BWCorp to verify Notwithstanding any other provision of this Agreement, the Recipient agrees that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI State Water Board may retain an amount equal to do so, shall pay FHI any undisputed portion of a xxxx no later than ten percent (10%) Business Days after receiving such xxxxof the Project Funding Amount until Project Completion. Any retained amounts due to the Recipient will be promptly disbursed to the Recipient, without interest, upon Project Completion. (c) Within Except as follows, construction costs and disbursements are not available until after the Division has approved the final budget form submitted by the Recipient. The Deputy Director of the Division may authorize the disbursement of up to ten percent (10%) Business Days of receiving a xxxx Project Funds for Reimbursable Expenses, BWCorp may object the reimbursement of eligible construction costs and pre-purchased materials prior to any item that it reasonably and in good faith determines not to be a Reimbursable ExpenseDivision approval of the final budget form submitted by the Recipient. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they All other construction costs are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with eligible for reimbursement until after this the provisions of Section 6 of Division has approved the Master Reorganization Agreement. (d) No payment owed final budget form submitted by BWCorp to FHI shall be deemed to be late or in default if and the Recipient. Construction costs incurred prior to the extent that such payment is in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related to a disputed portion of a xxxx shall be paid within ten (10) Business Days of such dispute being resolvedEligible Construction Start Date are not eligible for reimbursement. (e) FHI shall maintain sufficient records, in reasonable detail, of (i) the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreement.

Reimbursement Procedure. ‌ To receive reimbursement under this Article, the Association member must select an attorney from a list of attorneys that has been mutually agreed upon by the ASSOCIATION and the County Counsel. Neither party shall unreasonably oppose the inclusion of an attorney on the list. A. Within sixty (a60) Annuallydays of the execution of this Agreement, FHI the ASSOCIATION shall submit to the County Counsel the names and professional biographies of the attorneys the ASSOCIATION proposes for inclusion on the list. If the County Counsel does not object to an attorney on the list within twenty (20) working days, the attorney shall be included on this list. The names on the list shall be reviewed every six (6) months upon the request of either party. As a condition to subsequent reimbursement by the COUNTY, the Association member shall notify the ASSOCIATION and the COUNTY within three (3) calendar days of the selection of an attorney under these provisions. If no attorney on the list is available to represent an Association member, the Association member may obtain another attorney of their choosing, licensed to practice in Oregon and having a principal place of practice in the Lane County area, and so long as the COUNTY’S obligation to reimburse will arise only if the County Attorney receives written notice of the selected attorney from the ASSOCIATION within three (3) calendar days of the Association member or ASSOCIATION learning of the lack of availability of an attorney from the predetermined list. B. Estimate of Legal Fees Following the initial meeting between the Association member and the attorney, the ASSOCIATION shall arrange for the attorney to provide BWCorp the COUNTY, at no cost to the COUNTY, a preliminary estimate of the anticipated legal fees, costs and expenses. This preliminary estimate shall be directed to County Counsel, the Sheriff, Human Resources Department and the ASSOCIATION. X. Xxxxxxx Before becoming obligated to reimburse an Association member under this Article, the COUNTY shall be presented with a statement sworn affidavit by the attorney listing an hourly breakdown of the amounts it expects to charge BWCorp monthly for Reimbursable Expenses for time spent and a brief description of the twelve (12) months following the date purpose of such statementtime. SemiannuallyThe hourly breakdown must be received by the COUNTY within sixty (60) days of the conclusion of the grand jury or criminal proceedings against the Association member. The attorney shall account for and value time at the attorney’s usual and customary rate, FHI shall adjust and if there is a range of rates usually and customarily utilized by the amounts expected attorney, then at the rate most favorable to be charged the client, not to reflect any increase or decrease exceed one hundred seventy five dollars ($175.00) per hour. If the COUNTY, in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated. (b) FHI shall charge BWCorp monthly in arrears for Reimbursable Expenses. FHI shall provide sufficient detail to BWCorp for all monthly charges to permit BWCorp to verify that discretion, feels the charges cover Reimbursable Expenses. BWCorpexceed the reasonable, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx no later than ten (10) Business Days after receiving such xxxx. (c) Within ten (10) Business Days of receiving a xxxx for Reimbursable Expenses, BWCorp may object to any item that it reasonably usual and in good faith determines not to be a Reimbursable Expense. If such objection is madecustomary fees normally charged, the parties will cooperate shall submit the matter to the Oregon State Bar Fee Arbitration program for resolution. In any Fee arbitration proceedings, the COUNTY may assert any position that the Association member could assert in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such a direct dispute between themselves, will resolve such dispute in accordance with the Association member and the attorney. X. Xxxxxxx Decision The decision of the OSB fee arbitrator or arbitration panel shall be final and binding as to the COUNTY’S obligation under this Article. Under no circumstances shall the provisions of Section 6 of the Master Reorganization Agreement. (d) No payment owed by BWCorp to FHI shall be deemed to be late or in default if and to the extent that such payment is in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related this Article give rise to a disputed portion claim of a xxxx shall be paid within ten (10) Business Days of such dispute being resolvedany sort against the COUNTY by the attorney retained or selected by the Association member. (e) FHI shall maintain sufficient records, in reasonable detail, of (i) the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreement.

Reimbursement Procedure. (a) AnnuallyWithin a reasonable time after ----------------------- obtaining knowledge of any state of facts, FHI claim or demand which has given rise to, or could reasonably be expected to give rise to, a claim for payment from the Sellers or any of them for Losses hereunder, including, without limitation, any claim by a third party described in Section 7.5(d) hereof (collectively, a "Payment Claim"), Parent shall provide BWCorp with deliver to the party described in Section 7.5(b) (the "Reimbursing Party") a statement certificate (the "Certificate"), which Certificate shall: (i) state that Parent or its Affiliates have paid or properly accrued Losses, or anticipate (reasonably and in good faith) that they will incur liability for Losses for which Parent is entitled to payment from the Sellers pursuant to this Agreement; and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the nature of the amounts it expects misrepresentation or breach of warranty or claim to charge BWCorp monthly for Reimbursable Expenses for which each such item is related and the twelve computation of the amount to which Parent (12reasonably and in good faith) months following the date of such statement. Semiannually, FHI shall adjust the amounts expected claims to be charged to reflect any increase or decrease in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimatedentitled hereunder. (b) FHI shall charge BWCorp monthly Subject to Section 7.5(f), in arrears for Reimbursable Expenses. FHI shall provide sufficient detail to BWCorp for all monthly charges to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion case of a xxxx claim for payment pursuant to Section 7.1(a), (b) or (c), Parent shall deliver the Certificate to the Seller Representatives and the Escrow Agent (an "Escrow Certificate") and, if the Certificate relates to a claim for payment under Section 7.1(d), Parent shall deliver the Certificate to the Seller to whom such claim relates (an "Individual Seller Certificate"), with a copy to the Seller Representatives and the Escrow Agent. A Certificate shall be given by Parent whether or not the Reimbursement Threshold has been reached or is applicable. Subject to the limitations set forth in Section 7.2, no later than ten failure or delay by Parent in delivering a Certificate shall reduce or otherwise affect Parent's right to payment hereunder except to the extent the Reimbursing Party has been actually prejudiced thereby. If Parent sends an Individual Seller Certificate in connection with a Payment Claim, the Seller to whom such Certificate is sent shall be the Reimbursing Party hereunder; otherwise the Seller Representatives (10on behalf of the Sellers) Business Days after receiving such xxxxshall be the Reimbursing Party hereunder. In any case where the Seller Representatives are the Reimbursing Party hereunder, the Seller Representatives are authorized to act on behalf of all Sellers with respect to the claim or claims with respect to which the Certificate was given. Such authority includes authority to determine whether to contest any claim or to agree to and settle any claim, in all cases without consulting any of the Sellers. (c) Within ten (10) Business Days of receiving a xxxx for Reimbursable Expenses, BWCorp may In case the Reimbursing Party shall object to the payment of Parent in respect of any item that it reasonably and claim or claims specified in good faith determines not to be a Reimbursable Expense. If such objection is madeany Certificate, the parties will cooperate Reimbursing Party shall, within sixty (60) days after receipt by the Reimbursing Party of such Certificate, deliver to Parent a written notice to such effect and the Reimbursing Party and Parent shall, within the sixty-day period beginning on the date of receipt by Parent of such written objection, attempt in good faith to address agree upon the rights of the respective parties with respect to each of such claims to which the Reimbursing Party shall have so objected. If Parent and the Reimbursing Party shall succeed in reaching agreement on their respective rights with respect to any of such claims, Parent and the Reimbursing Party shall promptly prepare and sign a memorandum setting forth such agreement. Should Parent and the Reimbursing Party be unable to agree as to any particular item or items or amount or amounts within such sixty-day period, then Parent shall be entitled to pursue any and all remedies under this Agreement and the Escrow Agreement, including judicial resolution thereof; provided, however, that any such objection claim shall lapse and resolve any related dispute and, if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with the provisions of Section 6 liability of the Master Reorganization AgreementSellers with respect thereto shall terminate absolutely (unless otherwise specifically agreed) if legal proceedings in respect of such claim have not been commenced by being both issued and served within six months of the expiration of the two sixty- day periods set forth in this Section 7.5(c). For the avoidance of doubt, the right to object to Payment Claims specified in a Certificate shall not apply when the Certificate relates to a Payment Claim under Section 7.1(c). (d) Promptly after the assertion by any third party of any claim against Parent or any of its Affiliates that, in the judgment of Parent, may result in the incurrence by Parent or any of its Affiliates of Losses for which Parent would be entitled to payment pursuant to this Agreement, Parent shall deliver to the Reimbursing Party a written notice describing in reasonable detail such claim and such Reimbursing Party may, at its option, assume the defense of Parent and its Affiliates against such claim (including the employment of Legal Advisers, who shall be reasonably satisfactory to Parent, and the payment of expenses). Parent shall have the right to employ separate Legal Advisers in any such action or claim and to participate in the defense thereof, but the fees and expenses of such Legal Advisers shall not be at the expense of the Reimbursing Party unless (i) the Reimbursing Party shall have failed, within fifteen (15) days after having been notified by Parent of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim or to notify Parent in writing that it will assume the defense of such claim, (ii) the employment of such Legal Advisers has been specifically authorized in writing by the Reimbursing Party, or (iii) the named parties to any such action (including any impleaded parties) include both Parent or any of its Affiliates and the Indemnifying Party and Parent shall have been advised by such Legal Advisers that there may be one or more legal defenses available to the Reimbursing Party which are not available to, or the assertion of which would be adverse to the interests of, Parent or any of its Affiliates. No Reimbursing Party shall be liable to make a payment owed to Parent for any settlement of any such action or claim effected without the consent of the Reimbursing Party, but if settled with the written consent of the Reimbursing Party, or if there is a final judgment for the plaintiff in any such action (being a judgment of a court of competent jurisdiction in respect of which no appeal is permissible or in respect of which the time limit for appeal has expired or in respect of which the relevant party has given notice that it will not appeal), Parent shall be entitled to payment as provided under this Article VII for any Loss by BWCorp reason of such settlement or judgment. (e) Claims for Losses specified in any Certificate to FHI which a Reimbursing Party shall not object in writing within sixty (60) days of receipt of such Certificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 7.5(c), claims for Losses the validity and amount of which have been the subject of a final judicial determination following the failure of Parent and the Reimbursing Party to reach an agreement as described in Section 7.5(c) or a final judgment as described in Section 7.5(d) and claims for the amounts due and payable under Section 7.1(c) are hereinafter referred to, collectively, as "Agreed Claims". If a Certificate relating to such an Agreed Claim was originally given only to the Seller Representatives and the Escrow Agent pursuant to Section 7.5(b) because it related to Section 7.1(a), (b) or (c) hereof, such Agreed Claim shall be deemed an "Escrow Agreed Claim"; otherwise such Agreed Claim shall be an "Individual Seller Agreed Claim." Any Escrow Agreed Claim shall be paid to Parent as provided in the Escrow Agreement. Any Individual Seller Agreed Claim shall be late or paid by the relevant Receiving Party within ten (10) days of such claim becoming an Individual Seller Agreed Claim. Payment shall be made by returning shares of Parent Common Stock received by such Reimbursing Party in default if connection with the transactions contemplated by this Agreement with a value equal to the amount of the Individual Seller Agreed Claim (and for purposes of such payment, each share of Parent Common Stock received by such Reimbursing Party in connection with the transactions contemplated by this Agreement shall be valued at (Pounds)21.82) to the extent that such payment is Reimbursing Party then holds such shares, and any remaining amount of such Individual Seller Agreed Claims shall be paid in dispute cash by wire transfer to the bank account or accounts designated in writing by Parent not less than one (1) business day prior to the due date for such payment. Parent, at its option, may collect all or part of the amount represented by any Individual Seller Agreed Claim by proceeding pursuant to the Escrow Agreement against the shares of Parent Common Stock delivered to the Escrow Agent at the Closing on behalf of such Reimbursing Party. (f) In the case of a claim for fraud with respect to the representations and warranties set forth in Article IV hereof, Parent shall use reasonable efforts to first proceed against any Seller committing such fraud and the provisions of this Section 3.2(c7.5 shall apply as if such claim were a claim in respect of an Individual Seller Certificate and as if any amount determined hereunder to be payable in respect of such claim were an Individual Seller Agreed Claim. If, despite its reasonable efforts, Parent is unable to collect within a reasonable time the full amount of its claim with respect to such fraud from the Seller or Sellers who committed the fraud, Parent may, by notice to the Seller Representatives and the Escrow Agent, amend such claim to include a claim against the other Sellers (the "Non- Fraudulent Sellers") based upon the full amount of the Losses with respect to such claim (but subject to the 51% limitation in section 7.3(c)), in which case, such provisions of Section 7.5 shall apply as if such claim were a claim in respect of an Escrow Certificate (except that such claim shall, if previously determined by judgment against the Seller or Sellers committing the fraud, immediately upon such notice become an Escrow Agreed Claim and the Seller Representatives shall have no right to contest such claim) and as if any amount determined hereunder to be payable in respect of such claim were an Escrow Agreed Claim. If Parent received payment from the Seller committing the fraud upon which such claim was based (valuing any shares of Parent Common Stock returned by such Seller to Parent at (Pounds)21.82 per share) in an amount greater than such Seller's Pro Rata Share of total Losses with respect to such claim, each Non-Fraudulent Seller shall be liable for his proportionate share of the amount of the Escrow Agreed Claim (after reducing the amount of the Escrow Agreed Claim by any amount received from the Seller who committed the fraud) which shall be in the same proportion as such Non-Fraudulent Seller's Pro Rata Share bears to the aggregate Pro Rata Shares of all Non-Fraudulent Sellers (and the provisions of Section 7.1(a) and (c) limiting each Seller's payment obligation thereunder to its Pro Rata Share shall be so modified). If the preceding sentence does not apply, then each Non-Fraudulent Seller shall be liable for his Pro Rata Share of the full amount of the Escrow Agreed Claim; provided that any payments owed by BWCorp to FHI related to a disputed portion nothing in this Section 7.5(f) shall limit the liability of a xxxx the Seller who committed the fraud upon which such claim is based. Escrow Agreed Claims in respect of such fraud shall be paid within ten to Parent out of the escrow as provided in the Escrow Agreement (10to the extent shares of Parent Common Stock are then held in escrow other than shares held in respect of claims pending upon the first anniversary of the Closing Date) Business Days to the maximum extent possible and the remainder of such dispute being resolved. (e) FHI Escrow Agreed Claim shall maintain sufficient recordsbe paid by each Seller, in reasonable detail, of (i) the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies extent of such records Seller's liability in connection therewith by first returning shares of Parent Common Stock received by such Seller in connection with the transactions contemplated by this Agreement (valued for such purposes at (Pounds)21.82 per share) to BWCorpthe extent such Seller then holds such shares, subject and by paying any remaining amount payable by such Seller in cash by wire transfer to Section 6.1 of this Agreementthe bank account or bank accounts designated in writing by Parent.

Reimbursement Procedure. Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: (a) AnnuallyUpon execution and delivery of this Agreement by both parties, FHI shall provide BWCorp with a statement the Recipient may request immediate reimbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board of the amounts it expects to charge BWCorp monthly for Reimbursable Expenses for the twelve (12) months following the date of such statement. SemiannuallyReimbursement Request Form 260 and Form 261, FHI shall adjust the amounts expected to be charged to reflect or any increase or decrease in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimatedamendment thereto, duly completed and executed. (b) FHI shall charge BWCorp monthly in arrears The Recipient must submit a reimbursement request for Reimbursable Expenses. FHI shall provide sufficient detail costs incurred prior to BWCorp for all monthly charges to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx date this Agreement is executed by the State Water Board no later than ten ninety (1090) Business Days days after receiving such xxxxthis Agreement is executed by the State Water Board. Late reimbursement requests may not be honored. (c) Within ten (10) Business Days The Recipient may request reimbursement of receiving a xxxx for Reimbursable Expenses, BWCorp may object to any item that it reasonably eligible construction and equipment costs consistent with budget amounts approved by the Division in good faith determines not to be a Reimbursable Expense. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with the provisions of Section 6 of the Master Reorganization AgreementFinal Budget Approval. (d) No payment owed by BWCorp to FHI shall Additional Project Funds will be deemed to be late or in default if and promptly disbursed to the extent that such payment is in dispute pursuant to Section 3.2(c); provided that Recipient upon receipt of reimbursement request Form 260 and Form 261, or any payments owed amendment thereto, duly completed and executed by BWCorp to FHI related to a disputed portion the Recipient for incurred costs consistent with this Agreement, along with receipt of a xxxx shall be paid within ten (10) Business Days of such dispute being resolved.progress reports due under Exhibit A. (e) FHI The Recipient must not request reimbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of reimbursement request. Supporting documentation (e.g., receipts) must be submitted with each reimbursement request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed reimbursement request. Reimbursement requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. (f) The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. (g) The Recipient shall maintain sufficient recordsnot request a reimbursement unless that Project Cost is allowable, reasonable, and allocable. (h) Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in reasonable detailany manner which is in violation of or in conflict with federal or state laws, of policies, or regulations. (i) No work or travel outside the amounts charged State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by FHB to FHI under the FHB-FHI MSA and (ii) California Department of Human Resources at xxxx://xxx.xxxxx.xx.xxx/employees/Pages/travel-reimbursements.aspx. as of the expenses date costs are incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this AgreementRecipient.

Reimbursement Procedure. (a) Annually, FHI shall provide BWCorp with a statement The reimbursements of the amounts it expects UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be made according to charge BWCorp monthly the following procedure: (i) GM shall reimburse Delphi for Reimbursable Expenses for 100% of the twelve UAW Retirement Incentives, 50% of the UAW Buy Out Payments, and 100% of the UAW Buy Down Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Retirement Incentives, 50% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Out Payments, and 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Down Payments, as applicable (12) months following collectively, the date of such statement. Semiannually, FHI shall adjust the amounts expected to be charged to reflect any increase or decrease in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated"UAW-Related Reimbursements"). (bii) FHI The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall charge BWCorp monthly be made through Delphi payroll in arrears for Reimbursable Expensesthe month that the employee retirement or buy out is effective, or, regarding buy down, the month each required payment is made, or as soon as possible thereafter. FHI Delphi shall provide sufficient detail to BWCorp be responsible for all monthly charges information reporting obligations arising from the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments and for remittance of all associated tax withholding and payroll taxes to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx no later than ten (10) Business Days after receiving such xxxxapplicable taxing authorities. (ciii) Within ten (10) Business Days of receiving a xxxx The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be reviewed by Delphi for Reimbursable Expensesgarnishments, BWCorp may object child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder without regard to any item that it reasonably and in good faith determines not legally required reduction of payments to be a Reimbursable Expense. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with the provisions of Section 6 of the Master Reorganization Agreementan employee. (div) No payment owed The amount of the UAW-Related Reimbursements and supporting detail showing the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments made by BWCorp to FHI Delphi shall be deemed provided in an invoice to be late or in default if and to GM (the extent that such payment is in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related to a disputed portion of a xxxx shall be paid within ten (10) Business Days of such dispute being resolved. (e) FHI shall maintain sufficient records, in reasonable detail, of (i) the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreement."UAW Reimbursement Invoice"

Reimbursement Procedure. (a) AnnuallyThe reimbursement or payment, FHI shall provide BWCorp with a statement as applicable of the amounts it expects USW Retirement Incentives and the USW Buy Out Payments shall be made according to charge BWCorp monthly the following procedure: (i) GM shall reimburse Delphi for Reimbursable Expenses for 100% of the twelve USW Retirement Incentives and 50% of the USW Buy Out Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the USW Retirement Incentives and 50% of the incremental Delphi portion of FICA taxes paid due to the USW Buy Out Payments, as applicable (12) months following collectively, the date of such statement. Semiannually, FHI shall adjust the amounts expected to be charged to reflect any increase or decrease in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated“USW-Related Reimbursements”). (bii) FHI The USW Retirement Incentives and the USW Buy Out Payments shall charge BWCorp monthly be made through Delphi payroll in arrears for Reimbursable Expensesthe month that the employee retirement or buy out is made, or as soon as possible thereafter. FHI Delphi shall provide sufficient detail to BWCorp be responsible for all monthly charges information reporting obligations arising from the USW Retirement Incentives and the USW Buy Out Payments and for remittance of all associated tax withholding and payroll taxes to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a xxxx no later than ten (10) Business Days after receiving such xxxxapplicable taxing authorities. (ciii) Within ten (10) Business Days of receiving a xxxx The USW Retirement Incentives and the USW Buy Out Payments shall be reviewed by Delphi for Reimbursable Expensesgarnishments, BWCorp may object child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder without regard to any item that it reasonably and in good faith determines not legally required reduction of payments to be a Reimbursable Expense. If such objection is made, the parties will cooperate in good faith to address any such objection and resolve any related dispute and, if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with the provisions of Section 6 of the Master Reorganization Agreementan employee. (div) No payment owed The amount of the USW-Related Reimbursements and supporting detail showing the USW Retirement Incentives and the USW Buy Out Payments made by BWCorp to FHI Delphi shall be deemed provided in an invoice to GM (the “USW Reimbursement Invoice”). The USW Reimbursement Invoice shall be late or in default supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made related to the extent USW-Related Reimbursements. Such USW Reimbursement Invoice shall contain a representation that such payment information is substantially complete and substantially accurate in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related to a disputed portion of a xxxx shall be paid within ten (10) Business Days of such dispute being resolvedall respects. (ev) FHI GM shall maintain sufficient recordspay all amounts in each USW Reimbursement Invoice that contains all information and representations required by section 3.04(c)(iv) hereof within thirty (30) days following the receipt by GM of each respective USW Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, in reasonable detail, of (i) GM shall pay Delphi on the amounts charged by FHB to FHI under the FHB-FHI MSA and (ii) the expenses incurred by FHI pursuant to the Stockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreementnext business day).