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 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.

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;

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.

Notwithstanding the foregoing, the [[Consolidated Parties:Organization]] may make a one-time and permanent election to base the aforementioned applicable interest rates and fees upon the Investment Grade Ratings grid below following its delivery of a written notice of such election to the Administrative Agent (which notice shall be in form and substance reasonably satisfactory to the Administrative Agent). Upon the second Business Day following the Administrative Agent’s receipt of such written notice, such applicable interest rates and fees shall be based upon such Investment Grade Ratings grid and upon such effectiveness of the one-time and permanent election, the [[Consolidated Parties:Organization]] may (subject to the other terms and conditions set forth in this Agreement) borrow Loans at an interest rate per annum calculated by adding the Applicable Rate from the Investment Grade Ratings grid below to the Term SOFR Rate Loans and Daily SOFR Rate Loans or the Base Rate with such Applicable Rate (including for purposes of determining the applicable Letter of Credit Fees and facility fee) being set forth in the table below opposite the Debt Rating of the [[Consolidated Parties:Organization]] by S&P and Moody’s. For the purpose of clarity, in the case of a split, multiple split, one or no rating, the following shall apply: in the case of a split rating, the higher rating will apply; in the case of a multiple split rating, the rating that is one level lower than the higher rating will apply; if there is only one rating, the rating one level lower than such rating will apply; and if there is no rating, the lowest rating set forth below will apply:

“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.

The first Rating indicated in each case above is the S&P Rating and the second Rating indicated in each case above is the Moody’s Rating. In the event that the Ratings are not equivalent, the Applicable Requirement shall be based on the lowest of the Ratings. If any Person has only one Rating, then that Rating shall apply.