The following Counterparty Settlement Provisions shall apply to the extent indicated under the Master Confirmation:

The Office of Counterparty for each Transaction is: 500 West Main Street, Louisville, Kentucky 40202.

in connection with the private placement of such shares by Counterparty to ​ (or any such affiliate) and the private resale of such shares by ​ (or any such affiliate), Counterparty shall, if so requested by ​, prepare, in cooperation with ​, a private placement memorandum in form and substance reasonably satisfactory to ​

“Acceptable Counterparty” means any counterparty to the Interest Rate Cap that has and shall maintain, until the expiration of the applicable Interest Rate Cap, a long-term unsecured debt rating of at least “A+” by S&P and “[[Unknown Identifier]]” by Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk.

“Senior Hedge Breakage Costs” means, with respect to any Hedge Transaction, any amount payable by the Borrower to the related Hedge Counterparty upon the early termination of such Hedge Transaction or any portion thereof for any reason other than any event of default under the related Hedging Agreement for which the related Hedge Counterparty is the defaulting party.

“Secured Hedge Agreement” means any Swap Contract that is entered into by and between the Lead Borrower or any Restricted Subsidiary and any Approved Counterparty (unless otherwise designated in writing by the Lead Borrower and the applicable Approved Counterparty to the Administrative Agent as unsecured, which notice may designate all Swap Contracts under a specified Master Agreement as unsecured).

“Secured Treasury Management Agreement” means any Treasury Management Agreement that is entered into by and between any Loan Party and any ​ Counterparty; provided that on and after the Amendment No. 9 Funding Date, such Treasury Management Agreement has been designated by such Loan Party and ​ Counterparty in writing as a Secured Treasury Management Agreement under this Agreement.

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman, Sachs & Co. (“​”) and Humana Inc. (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between ​ and Counterparty as of the relevant Trade Date for the Transaction referenced below.

as of or prior to the date of delivery, Dealer and any potential purchaser of any such shares from Dealer (or any affiliate of Dealer designated by Dealer) identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of similar size of equity securities (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them); provided that, prior to receiving or being granted access to any such information, any such potential purchaser may be required by Counterparty to enter into a customary nondisclosure agreement with Counterparty in respect of any such due diligence investigation; # as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with Dealer (or any affiliate of Dealer designated by Dealer) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all reasonable fees and actual, documented out-of-pocket expenses in connection with such resale, including all reasonable fees and actual, documented out-of-pocket expenses of counsel for Dealer, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and # in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), Counterparty shall, if so requested by Dealer, prepare, in cooperation with Dealer, a private placement memorandum in form and substance reasonably satisfactory to Dealer

The Shares are not, and Counterparty will not cause the Shares to be, subject to a “restricted period” (as defined in Regulation M promulgated under the Exchange Act) at any time during any Regulation M Period (as defined below) for any Transaction unless Counterparty has provided written notice to Dealer of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such “restricted period”; Counterparty acknowledges that any such notice may cause a Disrupted Day to occur pursuant to [Section 5] below; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in [Section 6] below; “Regulation M Period” means, for any Transaction, # the Relevant Period (as defined below) and # the Settlement Valuation Period, if any, for such Transaction. “Relevant Period” means, for any Transaction, the period commencing on the Calculation Period Start Date for such Transaction and ending on the earlier of # the Scheduled Termination Date and # the last Additional Relevant Day (as specified in the related Supplemental Confirmation) for such Transaction, or such earlier day as elected by Dealer and communicated to Counterparty on such day (or, if later, the First Acceleration Date without regard to any acceleration thereof pursuant to “Special Provisions for Acquisition Transaction Announcements” below).