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:

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

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.

“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.