If # ​ makes any payment to ​ as provided under Clause 2 and the corresponding Interest and Fee Amount is not paid (in whole or in part) when due or # any Interest and Fee Amount in respect of a Reference Obligation is required to be returned (in whole or in part) by a holder of such Reference Obligation (including, without limitation, the ​ Holder) to the applicable Reference Entity or paid to any other person or entity or is otherwise rescinded pursuant to any bankruptcy or insolvency law or any other applicable law, then ​ will pay to ​, upon request by ​, such amount (or portion thereof) so not paid or so required to be returned, paid or otherwise rescinded. If such returned, paid or otherwise rescinded amount is subsequently paid, ​ shall pay such amount (subject to Clause 8(c)) to ​ within ten Business Days after the date of such subsequent payment.

Payments Rescinded. Any payment by the Borrower or any other Loan Party to ​ is held to constitute a preference under any Debtor Relief Law, or for any reason ​ are required to refund such payment or pay such amount to the Borrower or any other Loan Party or someone else; or

Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit to be paid or provided to you, under this Agreement or any other arrangement (collectively, the "Total Payments"), would be a "Parachute Payment," within the meaning of Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), but for the application of this sentence, then the Total Payments will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes a Parachute Payment; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits to be provided to you, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). Any determinations required to be made under this [Section 8] will be made by BHI’s independent accountants or another major accounting firm selected by BHI, which will provide detailed supporting calculations both to you and BHI within fifteen (15) business days after the date of the termination of your employment (or other event that triggers a calculation under Section 4999 of the Code) or such earlier time as is requested by BHI, and will be made at the expense of BHI. The fact that your right to payments or benefits may be reduced by reason of the limitations contained in this [Section 8] will not of itself limit or otherwise affect any of your other rights under this Agreement. If any payment or benefit is required to be reduced pursuant to this [Section 8] and no such payment or benefit qualifies as a “deferral of compensation” within the meaning of and subject to Section 409A of the Code ("Nonqualified Deferred Compensation"), you will be entitled to designate the payments and/or benefits to be so reduced in order to give effect to this [Section 8]. BHI will provide you with all information that you reasonably request to permit you to make such designation. If any payment or benefit is required to be reduced pursuant to this [Section 8] and any such payment or benefit constitutes Nonqualified Deferred Compensation or you fail to elect an order in which payments or benefits will be reduced pursuant to this [Section 8], then the reduction will occur in the following order: # the payments under [[Section 2(a)(i) or 3(a)(iii) of Appendix A]A]]A], as applicable, # the payments under [[Section 2(a)(iv) or 3(a)(v) of Appendix A]A]]A], as applicable, # any other cash payments to be made to you but only if the value of such cash payments is not greater than the parachute value of such payments, # other payments, including cancellation of acceleration of vesting, if applicable, ratably. Within any category of payments and benefits (that is, [(a), (b), (c) or (d)])])])]), # a reduction will occur first with respect to amounts that are not Nonqualified Deferred Compensation within the meaning of Section 409A of the Code and then with respect to amounts that are, and # the payment and/or benefit amounts to be reduced and the acceleration of vesting to be cancelled, if applicable, shall be reduced or cancelled in the inverse order of their originally scheduled dates of payment or vesting, as applicable.

Certain Adjustments. The Conversion Price is subject to adjustment from time to time as set forth in this [Section 10]. Paragraph # of this [Section 10] shall in no way apply to any rights offering or distribution of rights related to the ​’s Common Stock in the calendar year ​.

The Conversion Price and number and kind of shares or other securities to be issued upon conversion shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

Certain Adjustments. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger or consolidation, or the sale, conveyance, lease or other transfer by the Company of all or substantially all of its property, or any other change in the corporate structure or shares of the Company, pursuant to any of which events the then outstanding shares of the Common Stock are split up or combined or are changed into, become exchangeable at the holder’s election for, or entitle the holder thereof to, other shares of stock, or similar change in the Common Stock or other similar event that the Committee, in its discretion, deems appropriate, each Participant’s Stock Unit Account shall be adjusted as determined by the Committee in its sole discretion to reflect such change or other event. It is intended that in making such adjustments, the Committee will seek to treat each Participant as if he were a stockholder of the Common Stock of the number of Stock Units credited to his Stock Unit Account (but without duplication of any benefits that may be provided under [Section 4(d)] hereof). Except as is expressly provided in this Section, Participants shall have no rights as a result of any such change in the Common Stock or other event.

Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the

Adjustments Upon Certain Events. Subject to the terms of the Plan and the LTIP, in the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an "Adjustment Event"), the Committee shall, in its sole discretion, make an appropriate and equitable adjustment in the number of Shares subject to this Agreement to reflect such Adjustment Event. Any such adjustment made by the Committee shall be final and binding upon the Participant, the Company and all other interested persons.

In the event of any material change in the business assets, liabilities or prospects of the Company, any division or any subsidiary, the Committee in its sole discretion and without liability to any person may make such adjustment, if any, as it deems to be equitable as to any affected terms of outstanding Awards.

Certain Adjustments.