Arnold R. Robinson. Notwithstanding [Section 3.1], the benefit payable to Arnold R. Robinson under Article Two hereof shall be paid on its scheduled payment date in the form of a single sum payment, the amount of which shall be determined by converting the single life annuity (including for this purpose, the benefit described in [Section 2.6(a)]) into to a single sum payment by using the applicable interest rate and mortality assumptions of [Section 2.05(c)] of the Pension Plan and treating such scheduled payment date as the “Benefit Payment Date” for purposes of [Section 2.05(c)] of the Pension Plan; provided that Arnold R. Robinson is not entitled to receive any payment from another nonqualified deferred compensation plan required to be aggregated with the Supplemental Plan (409A Non-Grandfathered Component) under the regulations promulgated under Section 409A of the Code and the amount of the single sum payment does not exceed the applicable dollar amount under [Section 402(g)(1)(B)] of the Code for the 2017 calendar year.

R Expense ​ Expense shall mean the stock-based compensation expense reported by the Company as set forth in the audited consolidated financial statements of the Company and its subsidiaries for the applicable fiscal year.

Arnold & Porter Kaye Scholer LLP

The plan administrator is:

Severance benefits are paid by the Company from its general assets. There are no funds set aside for such benefits.

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Attention: ​

Matthew D. Keiser

Arnold & Porter, LLP

555 Twelfth Street, NW

Washington, DC 2004

(telephone) ​

(fax) ​

BRPA A&R Charter. BRPA shall have adopted the BRPA A&R Charter.

R&W Insurance Policy . The Purchaser has provided to the Seller a correct and complete copy of the representations and warranties insurance policy, bound as of the date of this Agreement, between ​ (collectively the “Insurer(s)”), and any applicable excess representations and warranties insurance policies obtained in connection therewith (collectively, the “R&W Insurance Policy”). The R&W Insurance Policy has not been materially amended or modified, no such material amendment or modification is contemplated, and the commitments contained in the R&W Insurance Policy have not been withdrawn or rescinded in any respect. There are no side letters or other arrangements related to the insuring of the transactions contemplated hereby other

(a) ​ will be responsible for paying the premiums, commissions, fees, Taxes and other costs and expenses of procuring and maintaining the R&W Insurance Policy promptly when due and the Seller and the Purchaser shall take all other actions within their respective control in order for the R&W Insurance Policy to be issued at Closing. Except as expressly set forth in this Agreement, neither the Seller nor any Affiliate thereof will have any liability or obligation to indemnify or compensate the Purchaser or any other Person regardless of whether the Purchaser can maintain the R&W Insurance Policy, whether the terms thereof do not provide coverage for any specific type or category of claims or losses, or whether the issuer or underwriter of such policy terminates the same or does not for any reason accept or pay any claims made thereunder. The Purchaser will not, and will cause the insureds not to, waive, amend, modify or otherwise revise the R&W Waiver under the R&W Insurance Policy and the Purchaser will enforce the R&W Waiver under the R&W Insurance Policy. The Purchaser acknowledges and agrees that ​, subject only to the satisfaction or waiver of the conditions to the Closing set forth in [Section 5].