Fee Letter. The Parent Borrower shall pay to BofA Securities and the Domestic Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.

Fee Letter. Agent shall have received that certain Third Amended and Restated Fee Letter, by and between Borrower and Agent, dated as of even date herewith (the “Third Amended and Restated Fee Letter”), duly executed by Borrower;

Fee Letter. Borrower agrees to pay to Administrative Agent and Arranger, for the account of Administrative Agent, Arranger and each Lender, as applicable, fees, in the amounts and on the dates set forth in the Fee Letter.

Fee Letter Fees. Borrower shall pay to Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.

Executed Fee Letter. The [[Administrative Agent:Organization]] shall have received the Fee Letter duly executed by the ​ and the [[Administrative Agent:Organization]].

Letter of Credit Fee. The Borrowers agree to pay to the Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, for each Letter of Credit, a fee (the “Letter of Credit Fee”) equal to the Applicable Margin per annum of the undrawn face amount of each Letter of Credit issued for the Borrowers’ account at the Borrowers’ request, plus all out-of-pocket costs, fees and expenses incurred by the Agent in connection with the application for, processing of, issuance of, or amendment to any Letter of Credit, which costs, fees and expenses shall include a “fronting fee” payable to such issuer. The Letter of Credit Fee shall be payable monthly in arrears on the 1st day of each month following any month in which a Letter of Credit was issued and/or in which a Letter of Credit remains outstanding and on the Maturity Date. The Letter of Credit Fee shall be payable when a Letter of Credit is issued, renewed, extended, or amended, as appropriate for the period of time during which the Letter of Credit will be outstanding. The Letter of Credit Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed. The Letter of Credit Fee shall be increased to the Default Rate in accordance with [Section 2.5(b)].

“Fee Letter” means, collectively, # the letter agreement, dated May 28, 2010, among the Lead Borrower and the Administrative Agent, # the letter agreement, dated October 27, 2011, by and among the Borrowers and the Administrative Agent, # the Third Amendment Fee Letter, # the Fifth Amendment Fee Letter, # the Sixth Amendment Fee Letter, and # the Eighth Amendment Fee Letter.

Execution of Amended and Restated Fee Letter. The Administrator shall have received counterparts of the Amended and Restated Fee Letter duly executed by each of the parties thereto.

“Fee Letter” means that certain fee letter, dated contemporaneously herewith, between Borrower and Agent.

“Material Adverse Effect” means, relative to any occurrence whatsoever, any effect which # is material and adverse to the financial condition or business operations of the [[Organization A:Organization]] and its Subsidiaries, on a Consolidated basis, or # adversely affects the legality, validity or enforceability of this Agreement, any Note, the [[Administrative Agent:Organization]] Fee Letter, the JPMCB Fee Letter, the [[Organization J:Organization]] Fee Letter, the [[Organization H:Organization]] Fee Letter or the Upfront Fee Letter or # causes a Default.