During the pendency of the Chapter 11 Cases, if it is discovered that a Contract should have been listed in [Schedule 2.6(a)] but was not listed in [Schedule 2.6(a)] (any such Contract, a “Previously Omitted Contract”), Sellers shall, promptly following the discovery thereof (but in no event later than five (5) Business Days following the discovery thereof), notify Purchaser in writing of such Previously Omitted Contract. Purchaser shall thereafter deliver written notice to Sellers, no later than the date that is the later of # the Closing Date and # thirty (30) calendar days following notice of such Previously Omitted Contract from Seller, designating such Previously Omitted Contract as “Assumed” or “Excluded” (a “Previously Omitted Contract Designation”). A Previously Omitted Contract designated in accordance with

Contracts with Affiliates. Except as herein specified, all services which the General Partner is not obligated to perform under the terms of this Agreement and the materials necessary for the operation of the Business may be provided by the General Partner, or any entity affiliated with the General Partner, and the General Partner shall be compensated for such services or materials on such terms and conditions no less favorable than those obtainable in the marketplace, and such amounts shall be deemed to be operating expenses of the Business.

Contractors and Contracts. ​ and ​ have selected Oltman’s Construction (the “General Contractor”) as the general contractor for the construction of the Improvements. ​ shall enter into contracts for the construction of the Improvements with General Contractor, as provided below. ​ may also directly retain contractors under lump sum contracts (collectively with the General Contractor, the “Contractors”). Each of the Contractors in a material trade shall be subject to ​’s reasonable approval. If ​ does not receive ​’s response within five (5) business days of ​’s request for approval of a Contractor, ​’s selection of such Contractor shall be deemed approved. ​ shall cause the General Contractor to obtain at least three (3) competitive bids for each of the major subcontractor trades for each of ​’s Work and the ​ Improvements, which subcontractors shall be approved by each of ​ and ​ in its reasonable discretion. Such competitive bids shall include a schedule with a timeline to complete the work being bid. Based on the selected subcontractor bids, ​ shall develop an estimate of the ​ Improvement Costs (as defined below) and the cost of ​’s Work. (​ and ​ acknowledge that the selected subcontractor bid might not necessarily be the lowest bid and that other matters, such as scheduling and the subcontractor’s reputation, will be taken into account when selecting the subcontractor bids.) ​ shall promptly submit the schedule for the ​’s Work and the ​ Improvements and the cost estimate of ​’s Work and the ​ Improvement Costs to ​ for review. Within five (5) business days after ​’s submission to ​ of the schedule and cost estimates for the ​’s Work and ten (10) business days after ​’s submission to ​ of the schedule and cost estimates for the ​ Improvements, ​ shall either # approve such schedule and cost estimate and, in the case of the ​ Improvement Costs, be obligated to pay for the amount of ​’s

Amendment of Certain Contracts. Amend, modify, or supplement any agreement governing any unsecured Indebtedness of either Borrower or any Restricted Subsidiary or any Indebtedness of either Borrower or any Restricted Subsidiary that is subordinated in right of payment or that is secured by Liens that are junior to the Liens of the Collateral Documents (collectively “Junior Debt”) that, in any such case, is in an aggregate principal amount greater than the Threshold Amount, in a manner materially adverse to the interests of the Administrative Agent or the Lenders.

Except as set forth in the BRPA SEC Reports filed prior to the date of this Agreement or as set forth on [Schedule 3.18(a)] of the BRPA Schedules, other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which BRPA or Merger Sub is a party or by or to which any of the properties or assets of BRPA or Merger Sub may be bound, subject or affected, which may not be cancelled without penalty or liability by BRPA on less than 30 days’ or less prior notice (“BRPA Contracts”). All BRPA Contracts are listed in [Schedule 3.18(a)] of the BRPA Schedules other than those that are exhibits to the BRPA SEC Reports.

Contracts Amended or Terminated. The following Company contracts shall have been amended, terminated or paid in full to Buyer’s satisfaction: # intercompany agreements between the Company on the one hand and Seller and its affiliates on the other hand; # the engineering contracts for the design of a new wastewater treatment plant to service Milton; and # all Seller’s financing arrangements, including, without limitation, with respect to lines of credit from PNC.

Amended or Terminated Contracts. Documentation demonstrating that the contracts identified in Section 7(f) above have been amended or terminated and all related payments have been made.

Indebtedness and Other Contracts. Neither the Company nor any of its Subsidiaries, # except as set forth in the SEC Documents, has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, # is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, # has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; # is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or # is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: # “Indebtedness” of any Person means, without duplication # all indebtedness for borrowed money, # all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), # all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, # all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, # all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), # all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, # all indebtedness referred to in [clauses (A) through (F) above] secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and # all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in [clauses (A) through (G) above]; # “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and # “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity or any department or agency thereof.

Assets and Assumed Contracts Subject to the terms, conditions, covenants and agreements hereinafter provided, Buyer shall purchase and receive, and Seller shall sell and deliver to Buyer at the closing the Assets and Assumed Contracts described in Article IV hereof (the “Closing” or “Closing Date”), free and clear of all liens, encumbrances, claims and charges, except as expressly provided herein. The Assets and Assumed Contracts are being acquired by Buyer in order to enable Buyer to commence operating the Proposed Business. The Assets include, but are not limited to, the following:

Insurance Contracts and Funding. The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of or person serving in any other capacity with, the Company or another corporation, partnership, joint venture, trust or other enterprise (including serving as a trustee or fiduciary of any employee benefit plan) against any expenses, liabilities or losses, whether or not the Company would have the power to indemnify such person against such expenses, liabilities or losses under the Act. The Company may enter into contracts with any director, officer, agent or employee of the Company in furtherance of the provisions of this Article VI, and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect the advancing of expenses and indemnification as provided in this Article VI.