The Company agrees to pay Parent $150,000,000.00 (which payment shall be in respect of Parent’s costs, fees and expenses incurred in connection with the authorization, preparation, negotiation, execution, performance and termination of the Transaction Documents and the Transactions) (the “ Expense Reimbursement ”) by wire transfer to an account designated by Parent, which Expense Reimbursement shall be made within three (3) business days of the Termination Time.