Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt Exchange Offer”) made from time to time by the Borrower Representative to all Lenders (other than any Lender that, if requested by the Borrower Representative, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act)) with outstanding Term Loans of a particular Tranche, as selected by the Borrower Representative, the applicable Borrower(s) may from time to time following the Closing Date consummate one or more exchanges of Term Loans of such Tranche for Additional Obligations in the form of notes (such notes, “Permitted Debt Exchange Notes”, and each such exchange a “Permitted Debt Exchange”), so long as the following conditions are satisfied: # the aggregate principal amount (calculated on the face amount thereof) of Term Loans exchanged shall be equal to or more than the aggregate principal amount (calculated on the face amount thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans, # the aggregate principal amount (calculated on the face amount thereof) of all Term Loans exchanged by the applicable Borrower(s) pursuant to any Permitted Debt Exchange shall automatically be cancelled and retired by the applicable Borrower(s) on the date of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Acceptance, or such other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the applicable Borrower(s) for immediate cancellation), # if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal amount of the applicable Tranche actually held by it) shall exceed the maximum aggregate principal amount of Term Loans offered to be exchanged by the applicable Borrower(s) pursuant to such Permitted Debt Exchange Offer, then the applicable Borrower(s) shall exchange Term Loans subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective principal amounts so tendered, # each such Permitted Debt Exchange Offer shall be made on a pro rata basis to the Lenders (other than any Lender that, if requested by the applicable Borrower(s), is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act)) based on their respective aggregate principal amounts of outstanding Term Loans of the applicable Tranche, # all documentation in respect of such Permitted Debt Exchange shall be consistent with the foregoing and all written communications generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and made in consultation with the Administrative Agent and # any applicable Minimum Exchange Tender Condition shall be satisfied. Notwithstanding anything to the contrary herein, no Lender shall have any obligation to agree to have any of its Loans exchanged pursuant to any Permitted Debt Exchange Offer.

other Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount not to exceed the greater of # $15,000,000 and # 22.0% of Consolidated EBITDA (for the most recently ended four consecutive Fiscal Quarter period for which financial statements have been delivered, calculated on a pro forma basis for such incurrence) at any time outstanding;

(i) Indebtedness of any Subsidiary that is not secured by a Lien on any of the assets of the Borrower or any Subsidiary and # Indebtedness of the Borrower or any Subsidiary secured by a Lien on any of the assets of the Borrower or any Subsidiary, in an aggregate outstanding principal amount for the [foregoing clauses (i) and (ii)])] at any time (which, for the avoidance of doubt, shall exclude any Secured Obligations outstanding at such time), when aggregated with the aggregate principal amount of Existing Priority Debt outstanding in reliance on [Section 6.01(b)] above at such time, not to exceed 15% of Consolidated Total Assets as of the most recently ended fiscal quarter or year for which Financials have been delivered pursuant to Section 5.01 # or 5.01(b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to [Section 5.01(a) or 5.01(b)])], the most recent financial statements referred to in [Section 3.04(a)]); and

Indebtedness with respect to deferred purchase price, earnouts, purchase price adjustments or indemnification obligations for any Permitted Acquisition or other Permitted Investment;

to the extent constituting Debt, # the BVI O&M Parent Guarantee and # other customary performance guarantees entered into in the ordinary course of business which support the obligations of a Restricted Subsidiary of BVI Borrower (each a “Permitted Performance Guarantee”); provided that, at the time any such guarantee is entered into pursuant to the [foregoing clause (ii)], no Event of Default shall have occurred and be continuing or would result therefrom;

Permitted Debt Exchanges. (a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt Exchange Offer”) made from time to time by the Borrower to all Lenders (other than any Lender that, if requested by the Borrower, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act)) with outstanding Term Loans of a particular Tranche, as selected by the Borrower, the Borrower may from time to time following the First Incremental Amendment Effective Date consummate one or more exchanges of Term Loans of such Tranche for Indebtedness in the form of notes (such notes, “Permitted Debt Exchange 1004254246v19

In the event that a Project Borrower has requested an increase of a Project Mortgage Commitment pursuant to [Section 2.3] and the Lender has advised the Project Borrower that the Lender will not approve any increase in the Project Mortgage, then, to the extent that the Project Borrower obtains, from a Person other than the Lender, Property Financing for the Property in respect of which such Project Mortgage has been established, then such additional Property Financing shall be Permitted Debt and the Project Borrower and the other Project Credit Parties shall be permitted to grant to the Person providing such Property Financing a Lien by way of a charge and security interest against the relevant Property and the relevant Project only, provided that: # such Lien is subject to the first charge and security interests of the Lender against such Property and Project granted by the Project Credit Parties in respect of such Project Mortgage pursuant to the Security Documents; and # such Person executes and delivers such agreements as may be required by the Lender to confirm the priority of the Security over the security granted to such Person and the postponement of rights of such Person under such security to the rights of the Lender under the Security. If such Person provides Property Financing in an amount sufficient to repay to the Lender all amounts outstanding under the Project Mortgage, together with interest accrued thereon, and the Project Borrower pays such amount to the Lender (such payment to include the replacement and cancellation of any outstanding Letters of Credit delivered under the Project Mortgage), then the Lender shall discharge the Project Mortgage or other first charge in favour of the Lender and shall otherwise discharge any security interests against the relevant Project to the extent necessary to enable the Project Borrower and other Project Credit Parties to grant first ranking security against such Property and such Project to the Person providing such Property Financing. In such case, the Project Credit Parties shall be permitted to grant to the Person providing such Property Financing a Lien by way of a first ranking charge and security interest against the relevant Property and the relevant Project.

Debt with respect to Bank Products incurred in the Ordinary Course of Business;

existing Borrowed Money not satisfied with the initial Loan proceeds;

existing Borrowed Money not satisfied with the initial Loan proceeds, including, without limitation, obligations in respect of the Signature Letter of Credit;