“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.

“Fee Letters” means # the fee letter, dated December 29, 2020, among the ​, the ​ and BofA Securities, Inc. and # the ​ Fee Letter.

Fee Letters Borrowers shall pay all fees set forth in the Agent Fee Letter and any other fee letter executed in connection with this Agreement

“Fee Letter” means the Fee Letter, dated as of the Closing Date, among Jefferies and the Borrower.

“Fee Letter” means, collectively, # the fee letter dated as of October 1, 2014, among the Borrower and BTMU and # the Amendment No. 1 Fee Letter, in each case as amended, modified or supplemented from time to time.

“Fee Letter” means the Fee Letter dated November 12, 2014, between KKR Credit Advisors (US) LLC and ​

“Fee Letter” means collectively # that certain fee letter dated as of November 21, 2011, by and among the Borrowers, the Administrative Agent, the Syndication Agent and the Arrangers, # that certain Fee Letter dated May 14, 2015 by and among the Borrowers, the Administrative Agent, and the other parties thereto and # any other letter executed and delivered by Borrowers, Administrative Agent and other parties designated as a fee letter in connection herewith.

Agent Fee Letter: that certain fee letter dated as of February 17, 2017, by and between Agent and ​.

Payoff Letter. A duly executed payoff letter with respect to the Existing Credit Agreement.

ERISA Letter. A letter to ​ in the form of [Exhibit D] attached hereto duly executed by ​, confirming that ​ is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and, in the event ​ is unable or unwilling to make such a representation, ​ shall be deemed to be in default hereunder, and ​ shall have the right to terminate this Agreement and to receive and retain the Earnest Money;