Agent’s Liens. If any Loan Document that purports to create a Lien shall fail or cease to create, except to the extent permitted by the terms of any such Loan Document, a valid and perfected Lien on the Assets covered thereby and, except to the extent permitted by the terms hereof or thereof, a first priority Lien on the Assets covered thereby (in each case, for any reason other than the failure of Agent to take any action within its control); provided that the foregoing parenthetical shall not be applicable with respect to any Assets # to the extent that Agent’s Lien thereon would be perfected by the filing of a uniform commercial code financing statement in the applicable jurisdiction, # to the extent that such Assets consist of Deposit Accounts or Securities Accounts (or Assets held in such Deposit Accounts or Securities Accounts) or # to the extent that the fair market value of all Collateral of any Loan Party that are not subject to a valid and perfected Lien and, except to the extent permitted by the terms hereof or thereof, a first priority Lien, is greater than $250,000 in the aggregate; and

Agent’s Fee. [[Organization A:Organization]] agrees to pay to the Agent, for the Agent’s own account, the fees agreed to by [[Organization A:Organization]] and the Agent.

Agent’s Fee. Each Borrower agrees to pay to each of the Agent and each Arranger, for the Agent’s or such Arranger’s own account, the fees agreed to by the Borrowers and the Agent or such Arranger, as applicable, in proportion to the Borrowers’ respective Initial Sublimits.

Office; Administrative Support; Expense Reimbursement. During the Term, the Company shall provide [[Mr. Kanas:Person]] with # an office at a location in New York, New York as selected by the Company (to be located at 135 East 57th Street), # administrative support provided by [[Mr. Kanas:Person]]' assistant as of immediately prior to the Effective Date (or such replacement as [[Mr. Kanas:Person]] may select upon his current assistant's retirement or termination) on the same basis as provided to [[Mr. Kanas:Person]] prior to the Effective Date, which assistant shall remain an employee of the Company and receive compensation and benefits consistent with past practice, and # business travel and entertainment expense reimbursement consistent with the policies applicable to senior executives of the Company as in effect from time to time.

A-1 Revolving Credit Loan Notice

A Assignment and Assumption

A Committed Loan Notice

A Form of Loan Notice

B Swing Line Loan Notice

Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing [[Organization A:Organization]] will examine all documents purporting to represent a demand for payment under a Letter of Credit within the period stipulated by the terms and conditions of such Letter of Credit. After such examination, Issuing [[Organization A:Organization]] shall notify Administrative Agent and Borrower by email (confirmed by telephone) of such demand for payment and whether such Issuing Bank has made or will make payment thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing [[Organization A:Organization]] with respect to any such payment under such Letter of Credit. Unless the Borrowers shall promptly notify the Issuing [[Organization A:Organization]] of their intent to otherwise reimburse the Issuing [[Organization A:Organization]], the Borrowers shall be deemed to have requested a Revolving Loan at a per annum rate equal to the Base Rate in the amount of such drawing, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrowers shall reimburse the Issuing [[Organization A:Organization]] on the day of drawing under any Letter of Credit either with the proceeds of such Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing [[Organization A:Organization]] as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus two percent (2%). The Borrowers’ reimbursement