is an “institutional account” as defined in FINRA Rule 4512(c);

Counterparty Purchases. Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent of Dealer, directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on Shares or securities that are convertible into, or exchangeable or exercisable for, Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period or, if applicable, Settlement Valuation Period, except through Dealer, and, if Dealer is requested to make any such purchases, Dealer will cooperate in good faith and in a commercially reasonable manner with Counterparty to execute and deliver mutually acceptable documentation pursuant to which Dealer shall make any such purchases (each such purchase, an “Open Market Repurchase”). All Open Market Repurchases will be subject to the “Concurrent OMR Parameters” set forth in any Supplemental Confirmation for a Transaction then outstanding. The documentation governing any Open Market Repurchases will include customary provisions relating to Rule 10b-18.

Additional Representations and Covenants of Counterparty. In addition to the representations and covenants in the Agreement, Counterparty represents and covenants to Dealer that:

“Counterparty” shall mean the counterparty under any Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, which counterparty shall satisfy the Minimum Counterparty Rating and otherwise be acceptable to ​.

to any direct or indirect contractual counterparty in Hedge Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.16); and

“Counterparty” means, with respect to any Interest Rate Cap, the Borrowers counterparty thereto.

No amendment, waiver or other modification which could have a material adverse effect on the rights or obligations of any Hedge Counterparty under a Hedging Agreement shall be effective against such Hedge Counterparty without the prior written agreement of such Hedge Counterparty.

Counterparty acknowledges that:

as Hedge Counterparty

In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by any Rating Agency below the Minimum Counterparty Rating or in the event of a Benchmark Conversion, ​ shall either # replace the Interest Rate Cap Agreement not later than ten (10) Business Days following receipt of notice of such Benchmark Conversion or downgrade, withdrawal or qualification with a Replacement Interest Rate Cap Agreement or # if provided for in such Interest Rate Cap Agreement, cause the Counterparty to deliver collateral to secure ​’s exposure under the Interest Rate Cap Agreement in such amount and pursuant to such terms as are acceptable to the Rating Agencies; provided that, notwithstanding such a downgrade, withdrawal or qualification, unless and until the Counterparty transfers the Interest Rate Cap Agreement to a replacement Counterparty pursuant to the foregoing, the Counterparty will continue to perform its obligations under the Interest Rate Cap Agreement.

For purposes of [Sections 4(a)(i) and (ii)])] of the Agreement, ​ agrees to deliver to Counterparty a correct, complete (in a manner reasonably satisfactory to Counterparty) and executed United States Internal Revenue Service Form W-9 (or successor thereto) # promptly upon execution of this Master Confirmation, # promptly upon reasonable demand by Counterparty and # promptly upon learning that any such from previously provided by ​ has become obsolete or incorrect.

#​ shall obtain and deliver to ​ an opinion from counsel (which counsel may be in house counsel for the Counterparty) for the Counterparty (upon which ​ and its successors and assigns may rely) which shall provide, in relevant part, that:

requirements under applicable securities laws arising as a result of the fact that Counterparty is the issuer of the Shares. If the Number of Shares to be Delivered is negative, then the Counterparty Settlement Provisions in Annex A shall apply.

The Company shall furnish to each Investor and to each underwriter in an Underwritten Offering or counterparty in an Alternative Transaction, if any, a signed counterpart, addressed to such underwriter or counterparty, of # an opinion or opinions of counsel to the

“Replacement Interest Rate Cap Agreement” shall mean an Interest Rate Cap Agreement in form and substance reasonably satisfactory to ​ (and meeting the requirements set forth in [Section 2.8] hereof) from a Counterparty reasonably acceptable to ​ having a Minimum Counterparty Rating.

“Acquisition Transaction” means # any Merger Event (for purposes of this definition the definition of Merger Event shall be read with the references therein to “100%” being replaced by “25%” and to “50%” by “75%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to the end of such definition), Tender Offer or Merger Transaction or any other transaction involving the merger of Counterparty with or into any third party, # the sale or transfer of all or substantially all of the assets of Counterparty, # a recapitalization, reclassification, binding share exchange or other similar transaction, # any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty or its subsidiaries exceeds 25% of the market capitalization of Counterparty and # any transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise).

“Secured Party” means # the Administrative Agent, # each Lender and # each Hedge Counterparty.