Comfort Letter. On or prior to the date of the first Placement Notice given hereunder and within five (5) Trading Days after each subsequent Representation Date, other than pursuant to [Section 7(l)(iii)], the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this [Section 7(n)]. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the Agent, # confirming that they are an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (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 underwriters 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. The Agent shall have received the Comfort Letter required to be delivered pursuant [Section 7(n)] on or before the date on which such delivery of such letter is required pursuant to [Section 7(n)].

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)].

Comfort Letters. The Initial Purchasers shall have received from each of the Independent Accountants: # a customary initial comfort letter delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), dated the date hereof, in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, with respect to the financial statements and certain financial information contained in the Time of Sale Document and the Final Offering Memorandum, and # a customary “bring-down” comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, which includes, among other things, a reaffirmation of the statements made in its initial letter furnished pursuant to [clause (A)] with respect to such financial statements and financial information contained in the Time of Sale Document and the Final Offering Memorandum.

This Letter of Comfort is given only in relation to the content of the Regulatory Overviews on the date of this Letter of Comfort and we do not assume any obligation to update this Letter of Comfort or to inform you of any changes to any of the facts or laws or other matters referred to in this Letter of Comfort.

With respect to any Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the Certificateholders and the RR Interest Owners or have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders and the RR Interest Owners, the Seller or its designee shall, within 45 days of the Closing Date (or any shorter period if required by the applicable comfort letter), provide any such required notice or make any such required request to the related franchisor for the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter), with a copy of such notice or request to the Custodian (who shall include such document in the related Mortgage File), the Master Servicer and the applicable Special Servicer, and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter), and the Master Servicer shall, as soon as reasonably practicable following receipt thereof, deliver the original of such replacement comfort letter, new document or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.

Opinion Letter. Agent shall have received a satisfactory opinion of Borrower’s and Guarantors’ counsel;

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.

The Company has provided Purchaser with a letter, dated as of ​, containing certain additional disclosures, subject to the confidentiality provisions set forth therein, regarding the limited private offering of the Series A Preferred Stock of which this Agreement forms a part and certain other matters described therein (the “Disclosure Letter”). To the knowledge of the Company the information contained in the Disclosure Letter is correct in all material respects except for such matters which would not have a Material Adverse Effect.

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