“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 ​.

Comfort Letter. On or prior to the date of delivery of the first Placement Notice and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as [Exhibit 8](l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish Cowen letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, in form and substance satisfactory to Cowen, # confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the PCAOB, # stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to Cowen in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and # updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. Cowen shall have received the Comfort Letter required to be delivered pursuant to Section 8(n) on or before the date on which such delivery of such Comfort Letter is required pursuant to Section 8(n).