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.

Comfort Letter. On or prior to # the date of this Agreement, which is on or prior to the date of the first Issuance Instruction or the first Forward Placement Notice and # each Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(a)(xv) for which no waiver is applicable and excluding the date of this Agreement, the Company shall cause Deloitte & Touche LLP, the independent registered public accounting firm who has audited the financial statements included or incorporated by reference in the Registration Statement and the Prospectus, to furnish the Agent and the Forward Purchaser a comfort letter, dated the date of delivery, in form and substance reasonably satisfactory to the Agent and its counsel and the Forward Purchasers and its counsel, substantially similar to the form previously provided to the Agent and its counsel and the Forward Purchasers and its counsel; provided, however, that any such comfort letter will only be required on the Triggering Event Date specified to the extent that it contains financial statements filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into a Registration Statement or a Prospectus that have not previously been covered by a comfort letter delivered pursuant to this Section 4(a)(xvii). If requested by the Agent or the Forward Purchaser, the Company shall also cause a comfort letter to be furnished to the Agent and the Forward Purchaser within ten (10) Trading Days of the date of occurrence of any material transaction or event requiring the filing of a current report on Form 8-K containing material amended financial information of the Company, including a restatement of the Company’s financial statements. The Company shall not be required to furnish more than one comfort letter hereunder per calendar quarter.

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 January 30, 2017, 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.

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;

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

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).

“Debt Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s of the Borrower’s non-credit-enhanced, senior unsecured long-term debt (collectively, the “Debt Ratings”); provided that # if the respective Debt Ratings issued by the foregoing rating agencies differ by one level, then the Rating Level for the higher of such Debt Ratings shall apply (with the Debt Rating for Rating Level 1 being the highest and the Debt Rating for Rating Level 6 being the lowest); # if there is a split in Debt Ratings of more than one level, then the Rating Level that is one level lower than the Rating Level of the higher Debt Rating shall apply; # if the Borrower has only one Debt Rating, the Rating Level of such Debt Rating shall apply; and # if the Borrower does not have any Debt Rating, Rating Level 6 shall apply.

“Rating” means a Moody’s Rating or S&P Rating.