Common use of Financings Clause in Contracts

Financings. (a) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, prior to the Closing Date, all things necessary to arrange and obtain one or more credit and/or letter of credit facilities and/or issue debt securities of a member of the Energy Supply Group to be available at or prior to the Closing (collectively, the “Energy Supply Financing”) in exchange for, or to extend, refinance, renew or replace in full (i) the Specified Energy Supply Refinanced Debt at or prior to the maturity thereof and (ii) at or substantially concurrently with the Closing, (A) the Energy Supply Closing Refinanced Debt and (B) any RJS Refinanced Debt identified to Parent in writing no later than sixty (60) days prior to the anticipated Closing Date to be repaid, refinanced or replaced from the proceeds of any Energy Supply Financing at or substantially concurrently with the Closing (such Indebtedness being repaid, refinanced or replaced, the “RJS Closing Refinanced Debt”); provided, however, that the aggregate principal amount of Indebtedness incurred pursuant to the immediately preceding clauses (i) and (ii) shall not, except as mutually agreed by Parent, NewCo and RJS, exceed the Permitted Refinancing Amount. (b) Following the date hereof through the earlier of the Closing or the Termination Date, Raven, Jade and Sapphire shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, prior to the Closing Date, all things necessary to arrange and obtain the RJS Financings at or prior to the Closing. (c) Unless otherwise consented to by RJS (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the Energy Supply Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the Combined Group. Unless otherwise consented to by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the RJS Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the RJS Subsidiaries, taken as a whole; provided, however, that (i) the foregoing shall not apply (and no consent of Parent shall be required) in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” if the applicable terms and conditions of such RJS Financing are at least as favorable as those set forth on Section 8.09(c)(i) of the RJS Disclosure Letter and (ii) notwithstanding anything to the contrary, unless otherwise consented to by Parent, an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” shall in all circumstances include the terms set forth on Section 8.09(c)(ii) of the RJS Disclosure Letter. (d) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, (i) shall keep the other Parties reasonably apprised to the status and material developments with respect to the arranging and availability of the Energy Supply Financing and RJS Financing, respectively and (ii) shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts, and to cause their respective employees, accountants, counsel and other representatives, to cooperate with each other in connection with the arrangement of the Financings, including (A) participating in meetings, drafting sessions, due diligence sessions, presentations, “road shows” and sessions with prospective lenders, initial purchasers, placement agents, investors and rating agencies in connection with the marketing of the Financings, (B) preparing business projections, financial statements, offering memoranda, offering documents, bank information memoranda (including the delivery of customary representation letters and authorization letters), private placement memoranda, prospectuses, materials for ratings agency presentations and similar documents, (C) executing and delivering all reasonably necessary documents and instruments, including any pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates, documents, or legal opinions in connection with the Financings, (D) disclosing the Financings as reasonably appropriate in all filings made pursuant to Section 8.04, (E) furnishing as promptly as reasonably practicable all historical financial statements and other pertinent financial information as may be reasonably requested by Energy Supply or RJS, as applicable (with respect to an Energy Supply Financing or an RJS Financing, respectively), including financial statements and financial and other data of the type customarily (1) included in a bank information memorandum (including pro forma financial information) and (2) included in a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X or Compensation Discussion and Analysis required by Regulation S-X Item 402(b), but would include customary disclosure of certain guarantor and non-guarantor information) and of the type or the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A or Regulation S promulgated under the Securities Act (collectively, the “Required Financial Information”), (F) reasonably cooperating with other marketing efforts in connection with the Financings, (G) taking all actions reasonably necessary or desirable to establish bank and other accounts and blocked account agreements in connection with the Financings, (H) using reasonable best efforts to obtain accountants’ comfort letters in customary form, environmental assessments, collateral appraisals, field audits, surveys and title insurance, consents, landlord waivers and estoppels and non-disturbance agreements, (I) reasonably cooperating with legal counsel in connection with any legal opinions or such other documents that such legal counsel may be required to deliver in connection with any Financings, and (J) furnishing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) For the avoidance of doubt, nothing in this Section 8.09 shall require (i) Parent or any other member of the Parent Group to (A) pledge or otherwise encumber any Excluded Assets or (B) provide any guarantee, surety, indemnification or otherwise incur any Liability with respect to the Combined Group or the Financings or (ii) RJS to (A) pledge or otherwise encumber the Capital Stock of any of its Subsidiaries (other than RJS Subsidiaries (except in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing”)) or other Assets or (B) provide any guarantee, surety or indemnification or otherwise incur any Liability (other than in respect of Shared Expenses) with respect to the Combined Group or the Financings, or (iii) any RJS Subsidiary to prior to the Closing, pledge or otherwise encumber the Capital Stock of any of its Subsidiaries or other Assets or provide any guarantee, surety or indemnification or otherwise incur any Liability, in each case in respect of any Energy Supply Financing pursuant to which Energy Supply Closing Refinanced Debt is repaid or refinanced, in connection with an Energy Supply Financing. (f) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, shall promptly notify the other Parties in writing upon learning of (i) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party of any RJS Financing Agreement or Energy Supply Financing Agreement, respectively, of which such Party becomes aware and which would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date and (B) the receipt of any written notice from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any RJS Financing Agreement or Energy Supply Financing Agreement, respectively or (y) any material dispute or disagreement between or among any parties to any RJS Financing Agreement or any Energy Supply Financing Agreement, respectively , in each case, which would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date.

Financings. (a) Following Buyer has delivered to the Company true and correct copies of (i) an executed equity commitment letter (the “Equity Commitment Letter”) to Buyer from Consonance Private Equity, L.P. and Consonance Private Equity PV, L.P. (together, the “Sponsor”) pursuant to which the Sponsor has committed to provide Buyer with equity financing in the amount set forth therein (the “Equity Financing”), of which the Company and the Securityholders are express third-party beneficiaries pursuant to the terms and subject to the conditions and limitations thereof, (ii) an executed Rollover Agreement between LP Holdings and the Rollover Participants named therein providing for the consummation of the Rollover Transaction (the “Rollover Financing”), (iii) an executed Optionholder Subscription Agreement between LP Holdings and the Company Securityholders named therein, and (iv) an executed debt commitment letter (including all exhibits, annexes and other attachments thereto, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) to Merger Sub from BMO Xxxxxx Bank N. A. and Ally Commercial Finance LLC (the “Lenders”) pursuant to which the Lenders have committed to lend Buyer the amounts set forth therein (the “Debt Financing” and, together with the Equity Financing and the Rollover Financing, the “Financings”) for the purpose of funding the transactions to be consummated pursuant to this Agreement. The Commitment Letters are in full force and effect as of the date hereof through the earlier of the Closing Date this Agreement and have not been withdrawn or the Termination Dateterminated or otherwise amended, Parent, NewCo, HoldCo and Energy Supply shall use their reasonable best efforts to take, supplemented or cause to be taken, all actions and to do, or cause to be done, modified in any respect prior to the Closing Datedate of this Agreement and no such amendment, all things necessary to arrange and obtain one supplement or more credit and/or letter of credit facilities and/or issue debt securities of a member modification is contemplated as of the Energy Supply Group to be available at or prior date hereof. Each Commitment Letter is a legal, valid and binding obligation of Buyer and, to the Closing (collectivelyknowledge of Buyer, the “Energy Supply Financing”) in exchange for, or other parties thereto to extend, refinance, renew or replace in full (i) provide the Specified Energy Supply Refinanced Debt at or prior financing contemplated thereby subject only to the maturity thereof and (ii) at satisfaction or substantially concurrently waiver of the Financing Conditions, enforceable in accordance with the Closingtheir respective terms against each party thereto, (A) the Energy Supply Closing Refinanced Debt and (B) any RJS Refinanced Debt identified to Parent in writing no later than sixty (60) days prior subject to the anticipated Closing Date effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to be repaid, refinanced or replaced from the proceeds of any Energy Supply Financing affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at or substantially concurrently with the Closing (such Indebtedness being repaid, refinanced or replaced, the “RJS Closing Refinanced Debt”Law); provided, however, that the aggregate principal amount of Indebtedness incurred pursuant . Except for fee letters relating to the immediately preceding clauses (i) and (ii) shall not, except as mutually agreed by Parent, NewCo and RJS, exceed the Permitted Refinancing Amount. (b) Following the date hereof through the earlier of the Closing or the Termination Date, Raven, Jade and Sapphire shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, prior to the Closing Date, all things necessary to arrange and obtain the RJS Financings at or prior to the Closing. (c) Unless otherwise consented to by RJS (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the Energy Supply Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the Combined Group. Unless otherwise consented to by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the RJS Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the RJS Subsidiaries, taken as a whole; provided, however, that (i) the foregoing shall not apply (and no consent of Parent shall be required) in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” if the applicable terms and conditions of such RJS Financing are at least as favorable as those set forth on Section 8.09(c)(i) of the RJS Disclosure Letter and (ii) notwithstanding anything to the contrary, unless otherwise consented to by Parent, an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” shall in all circumstances include the terms set forth on Section 8.09(c)(ii) of the RJS Disclosure Letter. (d) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, (i) shall keep the other Parties reasonably apprised to the status and material developments fees with respect to the arranging Debt Financing (true and complete copies of which have been provided to the Company, with fee amounts, pricing caps and certain economic terms of the market flex (none of which would adversely affect the amount or availability of the Energy Supply Financing and RJS Financing) redacted), respectively and (ii) shallthere are no other agreements, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts, and side letters or arrangements relating to cause their respective employees, accountants, counsel and other representatives, to cooperate with each other in connection with the arrangement Commitment Letters that could adversely affect the availability of the Financings, including (A) participating in meetings, drafting sessions, due diligence sessions, presentations, “road shows” and sessions with prospective lenders, initial purchasers, placement agents, investors and rating agencies in connection with the marketing of the Financings, (B) preparing business projections, financial statements, offering memoranda, offering documents, bank information memoranda (including the delivery of customary representation letters and authorization letters), private placement memoranda, prospectuses, materials for ratings agency presentations and similar documents, (C) executing and delivering all reasonably necessary documents and instruments, including any pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates, documents, or legal opinions in connection with the Financings, (D) disclosing the Financings as reasonably appropriate in all filings made pursuant to Section 8.04, (E) furnishing as promptly as reasonably practicable all historical financial statements and other pertinent financial information as may be reasonably requested by Energy Supply or RJS, as applicable (with respect to an Energy Supply Debt Financing or an RJS Financing, respectively), including financial statements and financial and other data of the type customarily (1) included in a bank information memorandum (including pro forma financial information) and (2) included in a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X or Compensation Discussion and Analysis required by Regulation S-X Item 402(b), but would include customary disclosure of certain guarantor and non-guarantor information) and of the type or the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A or Regulation S promulgated under the Securities Act (collectively, the “Required Financial Information”), (F) reasonably cooperating with other marketing efforts in connection with the Financings, (G) taking all actions reasonably necessary or desirable to establish bank and other accounts and blocked account agreements in connection with the Financings, (H) using reasonable best efforts to obtain accountants’ comfort letters in customary form, environmental assessments, collateral appraisals, field audits, surveys and title insurance, consents, landlord waivers and estoppels and non-disturbance agreements, (I) reasonably cooperating with legal counsel in connection with any legal opinions or such other documents that such legal counsel may be required to deliver in connection with any Financings, and (J) furnishing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) For the avoidance of doubt, nothing in this Section 8.09 shall require (i) Parent or any other member of the Parent Group to (A) pledge or otherwise encumber any Excluded Assets or (B) provide any guarantee, surety, indemnification or otherwise incur any Liability with respect to the Combined Group or the Financings or (ii) RJS to (A) pledge or otherwise encumber the Capital Stock of any of its Subsidiaries (other than RJS Subsidiaries (except in respect of an RJS Equity Financing of the type described in clause (i) of the definition of “RJS Financing”)) or other Assets or (B) provide any guarantee, surety or indemnification or otherwise incur any Liability (other than in respect of Shared Expenses) with respect to the Combined Group or the Financings, or (iii) any RJS Subsidiary to prior to the Closing, pledge or otherwise encumber the Capital Stock of any of its Subsidiaries or other Assets or provide any guarantee, surety or indemnification or otherwise incur any Liability, in each case in respect of any Energy Supply Financing pursuant to which Energy Supply Closing Refinanced Debt is repaid or refinanced, in connection with an Energy Supply Financing. (f) Following the date hereof through the earlier as of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, shall promptly notify the other Parties in writing upon learning of (i) any breach or default (or any . No event or circumstance thathas occurred which, with or without notice, lapse of time or both, would reasonably constitute a default or breach on the part of Buyer under any term or condition of the Commitment Letters. There are no conditions precedent related to the funding of the full amount of the Financings, other than as expressly set forth in the Commitment Letters. No Person has any right to impose, and Xxxxx and other parties to the Commitment Letters do not have any obligation to accept, (i) any condition precedent to such funding other than the Financing Conditions or (ii) any reduction to the aggregate amount available under the Commitment Letters on the Closing Date. Buyer has fully paid any and all commitment fees or other fees required by the Commitment Letters to be expected paid by it on or prior to give rise the date of this Agreement. To Buyer’s knowledge, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or 36 NY\7370590.17 default on the part of Buyer or any other party thereto under any of the Commitment Letters. Xxxxx has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Commitment Letters. As of the date hereof, to the extent this Agreement must be in a form acceptable to any breach lender committing to provide Debt Financing, such lender or defaultlenders have approved this Agreement. (b) by any party On the Closing Date, Merger Sub will have sufficient cash, available lines of any RJS Financing Agreement credit or Energy Supply Financing other sources of immediately available funds (including the Financings) to consummate the transactions to be consummated pursuant to this Agreement, respectivelyincluding the payment by Buyer, or on behalf of Buyer, of which such Party becomes aware the Merger Consideration and which would reasonably any fees and expenses payable by Buyer at the Closing. (c) Xxxxx’s obligations hereunder are not subject to any conditions regarding Buyer’s or any other Person’s ability to obtain financing for the consummation of the transactions to be expected consummated pursuant to this Agreement. (d) Notwithstanding anything to the contrary contained herein, each party hereto agrees that a breach of this representation and warranty will not result in any part the failure of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date and (B) the receipt of any written notice from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any RJS Financing Agreement or Energy Supply Financing a condition precedent under this Agreement, respectively or if (ynotwithstanding such breach) any material dispute or disagreement between or among any parties Xxxxx and Xxxxxx Sub are willing and able to any RJS Financing consummate the transactions contemplated by this Agreement or any Energy Supply Financing Agreement, respectively , in each case, which would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date.

Financings. (a) Following The aggregate proceeds contemplated by the date hereof through Commitment Letters will be sufficient (after deducting applicable fees, expenses, original issue discount and similar premiums and charges) to enable Parent to (i) consummate the earlier Transactions upon the terms contemplated by this Agreement, (ii) pay the Total Cash Amount payable in respect of the Closing Date applicable Eligible Shares and Dissenting Shares in the Merger pursuant to this Agreement, (iii) pay all amounts payable pursuant to Section 3.4 of this Agreement, (iv) pay all Indebtedness, liabilities and other obligations of the Company as expressly contemplated to be funded pursuant to the Debt Commitment Letter by Parent at Closing, and (v) pay all related fees and expenses associated with the Transactions or the Termination Date, Commitment Letters incurred by Parent, NewCoMerger Sub, HoldCo the Surviving Company or any of their respective Affiliates and Energy Supply shall use their reasonable best efforts to take, or cause required to be taken, all actions and to do, or cause to be done, prior to paid at the Closing Date, all things necessary to arrange and obtain one or more credit and/or letter of credit facilities and/or issue debt securities of a member of the Energy Supply Group to be available at or prior to the Closing by such party (collectively, the “Energy Supply Financing Purposes”). (b) Parent has received (i) an executed equity commitment letter dated as of the date of this Agreement (as may be amended, supplemented or modified in accordance with the terms thereof, the “Equity Commitment Letter”) from the equity financing source party thereto (the “Equity Financing Source”) pursuant to which the Equity Financing Source has committed to provide the amount of cash equity financing as set forth in the Equity Commitment Letter, subject only to the terms and conditions expressly set forth therein (the “Equity Financing”) in exchange for, or to extend, refinance, renew or replace in full (i) the Specified Energy Supply Refinanced Debt at or prior to the maturity thereof and (ii) at or substantially concurrently with an executed debt commitment letter and executed fee letter associated therewith, each dated as of the Closingdate of this Agreement (such commitment letter and fee letter (which fee letter may be redacted as described below), (A) the Energy Supply Closing Refinanced Debt and (B) any RJS Refinanced Debt identified to Parent in writing no later than sixty (60) days prior all attached exhibits, schedules and annexes that are delivered on date of this Agreement, and amendments to the anticipated Closing Date to be repaidforegoing permitted by the terms hereof, refinanced or replaced from the proceeds of any Energy Supply Financing at or substantially concurrently with the Closing (such Indebtedness being repaid, refinanced or replacedcollectively, the “RJS Closing Refinanced DebtDebt Commitment Letter” and, together with the Equity Commitment Letter and any related exhibits, schedules, annexes, supplements, term sheets and other agreements, the “Commitment Letters”) from the lenders party thereto (collectively, the “Lenders”), pursuant to which the Lenders have committed, subject only to the terms and conditions expressly set forth in the Debt Commitment Letter, to provide to Parent (or any of its Affiliates) the amount of financing set forth in the Debt Commitment Letter (as may be amended, supplemented or replaced in accordance with the terms of this Agreement, the “Debt Financing” and, together with the Equity Financing, the “Financing”). The Equity Commitment Letter provides that the Company is an express third-party beneficiary thereto, and is entitled to seek, specific performance of Parent’s right to cause the Equity Commitment (as defined in the Equity Commitment Letter) to be funded thereunder, and for no other purpose and, in connection therewith, the Company has the right to an injunction, or other appropriate form of specific performance or equitable relief, to cause Parent to cause, and to directly cause, the Equity Financing Source to fund, directly or indirectly, the Equity Commitment as, and to the extent permitted by, the Equity Commitment Letter, in each case, when all of the conditions to funding the Equity Commitment set forth in the Equity Commitment Letter have been satisfied but only as permitted by the exercise of the Company’s rights under, and subject to, Section 11.7. A true, correct and complete copy of each fully executed Commitment Letter as in effect on the date of this Agreement has been provided to the Company. A true, correct and complete copy of each fee letter and engagement letter related to the Debt Commitment Letter as in effect on date of this Agreement has been provided to the Company, except that the fees and other commercially sensitive information therein (including provisions in such fee letter related solely to fees, “flex terms” and economic terms) may have been redacted; provided, however, that no redacted term provides that the aggregate principal amount or net cash proceeds of Indebtedness incurred pursuant to the immediately preceding clauses Debt Financing set forth in the unredacted portion of the Debt Commitment Letter could be reduced (iexcept in accordance with Section 8.20(c)) and (ii) shall notor adds any conditions or contingencies or other terms that adversely affect in any way the availability of all or any portion of the Debt Financing or the enforceability of the Debt Commitment Letter, except as mutually agreed such enforceability may be limited by Parent, NewCo the Bankruptcy and RJS, exceed the Permitted Refinancing Amount. Equity Exception. Parent has fully paid (b) Following the date hereof through the earlier of the Closing or the Termination Date, Raven, Jade and Sapphire shall use their reasonable best efforts to take, or cause caused to be takenpaid) all commitment and other fees, all actions and to doif any, or cause required by such Commitment Letters to be done, prior to the Closing Date, all things necessary to arrange and obtain the RJS Financings at or prior to the Closing. (c) Unless otherwise consented to paid by RJS (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the Energy Supply Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the Combined Group. Unless otherwise consented to by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the RJS Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the RJS Subsidiaries, taken as a whole; provided, however, that (i) the foregoing shall not apply (and no consent of Parent shall be required) in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” if the applicable terms and conditions of such RJS Financing are at least as favorable as those set forth on Section 8.09(c)(i) of the RJS Disclosure Letter and (ii) notwithstanding anything to the contrary, unless otherwise consented to by Parent, an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” shall in all circumstances include the terms set forth on Section 8.09(c)(ii) of the RJS Disclosure Letter. (d) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, (i) shall keep the other Parties reasonably apprised to the status and material developments with respect to the arranging and availability of the Energy Supply Financing and RJS Financing, respectively and (ii) shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts, and to cause their respective employees, accountants, counsel and other representatives, to cooperate with each other in connection with the arrangement of the Financings, including (A) participating in meetings, drafting sessions, due diligence sessions, presentations, “road shows” and sessions with prospective lenders, initial purchasers, placement agents, investors and rating agencies in connection with the marketing of the Financings, (B) preparing business projections, financial statements, offering memoranda, offering documents, bank information memoranda (including the delivery of customary representation letters and authorization letters), private placement memoranda, prospectuses, materials for ratings agency presentations and similar documents, (C) executing and delivering all reasonably necessary documents and instruments, including any pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates, documents, or legal opinions in connection with the Financings, (D) disclosing the Financings as reasonably appropriate in all filings made pursuant to Section 8.04, (E) furnishing as promptly as reasonably practicable all historical financial statements and other pertinent financial information as may be reasonably requested by Energy Supply or RJS, as applicable (with respect to an Energy Supply Financing or an RJS Financing, respectively), including financial statements and financial and other data of the type customarily (1) included in a bank information memorandum (including pro forma financial information) and (2) included in a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X or Compensation Discussion and Analysis required by Regulation S-X Item 402(b), but would include customary disclosure of certain guarantor and non-guarantor information) and of the type or the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A or Regulation S promulgated under the Securities Act (collectively, the “Required Financial Information”), (F) reasonably cooperating with other marketing efforts in connection with the Financings, (G) taking all actions reasonably necessary or desirable to establish bank and other accounts and blocked account agreements in connection with the Financings, (H) using reasonable best efforts to obtain accountants’ comfort letters in customary form, environmental assessments, collateral appraisals, field audits, surveys and title insurance, consents, landlord waivers and estoppels and non-disturbance agreements, (I) reasonably cooperating with legal counsel in connection with any legal opinions or such other documents that such legal counsel may be required to deliver in connection with any Financings, and (J) furnishing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) For the avoidance of doubt, nothing in this Section 8.09 shall require (i) Parent or any other member of the Parent Group to (A) pledge or otherwise encumber any Excluded Assets or (B) provide any guarantee, surety, indemnification or otherwise incur any Liability with respect to the Combined Group or the Financings or (ii) RJS to (A) pledge or otherwise encumber the Capital Stock of any of its Subsidiaries (other than RJS Subsidiaries (except in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing”)) or other Assets or (B) provide any guarantee, surety or indemnification or otherwise incur any Liability (other than in respect of Shared Expenses) with respect to the Combined Group or the Financings, or (iii) any RJS Subsidiary to prior to the Closing, pledge or otherwise encumber the Capital Stock of any of its Subsidiaries or other Assets or provide any guarantee, surety or indemnification or otherwise incur any Liability, in each case in respect of any Energy Supply Financing pursuant to which Energy Supply Closing Refinanced Debt is repaid or refinanced, in connection with an Energy Supply Financing. (f) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, shall promptly notify the other Parties in writing upon learning of (i) any breach or default (or any applicable Affiliate thereof) prior to or concurrently with the entry into this Agreement. As of the date of this Agreement, each Commitment Letter is a legal, valid and binding obligation of Parent (or its applicable Affiliate party thereto) and, to the Knowledge of Parent, each other party thereto, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and is in full force and effect, and has not been amended, modified, withdrawn, terminated or rescinded in any respect, and, assuming the representations and warranties in Article IV are true and correct to the Knowledge of Parent, no event or circumstance that, has occurred which (with or without notice, lapse of time or both, ) would reasonably be expected to give rise to any (A) constitute a breach or defaultdefault thereunder on the part of Parent or (B) by any party of any RJS Financing Agreement or Energy Supply Financing Agreement, respectively, of which such Party becomes aware and which otherwise would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date and (B) the receipt failure of any condition to the Financing in accordance with the terms thereof. There are no other contracts, side letters, other written notice from any Person with respect to any (x) actual or potential breachoral agreements, defaultarrangements, termination conditions precedent, contingencies or repudiation by any party to any RJS Financing Agreement or Energy Supply Financing Agreement, respectively or (y) any material dispute or disagreement between or among any parties to any RJS Financing Agreement or any Energy Supply Financing Agreement, respectively other provisions, in each casecase in effect, which would reasonably be expected to result in any part that could affect the conditionality of such the Financing not being completed or the amount or availability of the Financing on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date, to which Parent or any of its Affiliates is a party, other than (1) as expressly set forth in the Commitment Letters delivered to the Company prior to the execution hereof and (2) as otherwise permitted by Section 8.20. Except as expressly set forth in the Equity Commitment Letter, as of the date of this Agreement, there are no conditions precedent to the obligation of the Equity Financing Source to provide the Equity Financing or any contingencies that would permit the Equity Financing Source to reduce the total amount of Equity Financing. As of the date of this Agreement, assuming the representations and warranties in Article IV are true and correct, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied on a timely basis or that the Financing will not be available to Parent for the Financing Purposes required to be paid by Parent or Merger Sub on the date on which the Closing should occur pursuant to Section 1.1.

Financings. At Delivery the Aircraft will be subject to the Existing Financing. From and after Delivery, Owner, Lessor and any Owner Participant may at any time and without Lessee's consent enter into any financing arrangements (a) Following which may include the date hereof through the earlier conversion of the Closing Date lease transaction contemplated by this Lease to a "leveraged lease" structure, a "head‑lease, sub‑lease" or the Termination Date, Parent, NewCo, HoldCo and Energy Supply shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, prior to the Closing Date, all things necessary to arrange and obtain one or more credit and/or letter of credit facilities and/or issue debt securities of a member of the Energy Supply Group to be available at or prior to the Closing (collectively, the “Energy Supply Financing”other lease structure) in exchange for, or to extend, refinance, renew or replace in full (i) the Specified Energy Supply Refinanced Debt at or prior to the maturity thereof and (ii) at or substantially concurrently with the Closing, (A) the Energy Supply Closing Refinanced Debt and (B) any RJS Refinanced Debt identified to Parent in writing no later than sixty (60) days prior to the anticipated Closing Date to be repaid, refinanced or replaced from the proceeds of any Energy Supply Financing at or substantially concurrently with the Closing (such Indebtedness being repaid, refinanced or replaced, the “RJS Closing Refinanced Debt”); provided, however, that the aggregate principal amount of Indebtedness incurred pursuant to the immediately preceding clauses (i) and (ii) shall not, except as mutually agreed by Parent, NewCo and RJS, exceed the Permitted Refinancing Amount. (b) Following the date hereof through the earlier of the Closing or the Termination Date, Raven, Jade and Sapphire shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, prior to the Closing Date, all things necessary to arrange and obtain the RJS Financings at or prior to the Closing. (c) Unless otherwise consented to by RJS (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the Energy Supply Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the Combined Group. Unless otherwise consented to by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the RJS Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the RJS Subsidiaries, taken as a whole; provided, however, that (i) the foregoing shall not apply (and no consent of Parent shall be required) in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” if the applicable terms and conditions of such RJS Financing are at least as favorable as those set forth on Section 8.09(c)(i) of the RJS Disclosure Letter and (ii) notwithstanding anything to the contrary, unless otherwise consented to by Parent, an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” shall in all circumstances include the terms set forth on Section 8.09(c)(ii) of the RJS Disclosure Letter. (d) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, (i) shall keep the other Parties reasonably apprised to the status and material developments with respect to the arranging Aircraft pursuant to which (a) Lessor may assign its rights under this Lease and availability the other Operative Documents (by way of security) to Owner or to any Financing Parties and (b) Owner may execute a mortgage over the Aircraft in favor of the Energy Supply Financing and RJS FinancingParties. Such financing arrangements may also take the form of a securitization (a "Securitization") involving one or more loans from one or more financial institutions (each a "Lender"), respectively and and/or with notes, loan certificates, or pass through certificates issued pursuant to an indenture with a trustee (iithe "Trustee"), which notes, loan certificates or pass through certificates may be guaranteed (in whole or in part) shall, and by one or more guarantors. Xxxxxxxxxx XX-600-2C10; MSN 10070 Cooperation with Financings. Lessee shall cause their respective Subsidiaries to, use their respective reasonable best efforts, and to cause their respective employees, accountants, counsel and other representatives, to cooperate with each other Lessor and do such things and execute such documents and make such filings and registrations in the State of Registration as may be requested of it by Lessor and/or Owner in order to protect the interests of the Financing Parties and/or Owner in connection with the arrangement Existing Financing or any financing contemplated by Section 25.4 including, without limitation, (a) executing an acknowledgement of any assignment of Lessor's rights under this Lease in favor of Owner or any relevant Financing Party, on terms customary in aircraft financing transactions or Securitizations, (b) providing Lessor scheduling and routing information for the Aircraft or any Item of Equipment being financed, (c) making such amendments to this Lease and any of the Financingsother Operative Documents and executing such additional documents, including (A) participating in meetings, drafting sessions, due diligence sessions, presentations, “road shows” and sessions with prospective lenders, initial purchasers, placement agents, investors and rating agencies as may be reasonably be requested by Lessor in connection with the marketing Securitization and (d) making such amendments to the Insurances maintained in respect of the FinancingsAircraft to ensure continued compliance with the requirements of Article 19 with regard to the interests of Owner and any such Financing Party, (B) preparing business projections, financial statements, offering memoranda, offering documents, bank information memoranda (including the delivery of customary representation letters and authorization letters), private placement memoranda, prospectuses, materials for ratings agency presentations and similar documents, (C) executing and delivering all reasonably necessary documents and instruments, including any pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates, documents, or legal opinions shall provide to Lessor updated documentation evidencing such amendments; provided that in connection with the Financingsforegoing Lessee shall have no greater obligation or liability nor shall Lessee's rights be diminished under this Lease and the other Operative Documents as a result of such financing (provided that an increase in the number of Indemnitees and additional insureds as a consequence of any such financing shall not, (Dof itself, constitute an increase in Lessee's obligations), including but not limited to laws relating to withholding tax on lease payments, based on current laws in effect at the time of such transfer, than it would have had if such transfer had not taken place. Lessee acknowledges that an increase in the number of Indemnitees shall not, of itself, constitute an increase in Lessee’s obligations hereunder. Lessor shall comply with its obligations under Sections 10.2 and, if applicable, 12.12(a)(ii) disclosing the Financings as reasonably appropriate in all filings made with respect to any financing pursuant to Section 8.04, 25.4. Lessee’s reasonable out-of-pocket costs (Eincluding reasonable attorney’s fees) furnishing as promptly as reasonably practicable all historical financial statements and other pertinent financial information incurred to provide the cooperation required by this Section 25.5 shall be reimbursed to Lessee following demand for the same together with such supporting documentation as may be reasonably requested by Energy Supply Lessor. In the event of any such financing arrangement (other than the Existing Financing), Lessor shall use good faith efforts to obtain a quiet enjoyment letter a form reasonably acceptable to Lessee, Lessor and the lender. LAW AND JURISDICTION Governing Law. THIS LEASE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, NEW YORK, U.S.A. APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES OTHER THAN THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK. Consent to Jurisdiction. Lessee hereby irrevocably consents that any legal action or RJS, as applicable (proceeding against it or any of its assets with respect to an Energy Supply Financing this Lease may be brought in any jurisdiction where Lessee or an RJS Financingany of its assets may be found, respectively), including financial statements and financial and other data or in any court of the type customarily (1) included in a bank information memorandum (including pro forma financial information) and (2) included in a registered offering State of debt securities by Regulation S-X and Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements New York or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X or Compensation Discussion and Analysis required by Regulation S-X Item 402(b), but would include customary disclosure of certain guarantor and non-guarantor information) and any Federal court of the type United States of America Xxxxxxxxxx XX-600-2C10; MSN 10070 Jurisdiction and Forum. Lessee agrees that final judgment against Lessee in any action or the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A or Regulation S promulgated under the Securities Act (collectively, the “Required Financial Information”), (F) reasonably cooperating with other marketing efforts proceeding in connection with this Lease shall be conclusive and may be enforced in any other jurisdiction within or outside the FinancingsUnited States of America by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of Lessee's indebtedness. Lessee hereby irrevocably waives, to the fullest extent permitted by Law, any objection which Lessee may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Lease brought in the State of New York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in the State of New York has been brought in an inconvenient forum. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease (Gincluding any interlocutory proceedings or the execution of any judgment or award arising therefrom) taking all actions reasonably necessary be entitled to claim or desirable otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to establish bank the extent that in any such jurisdiction, there may be attributed to Lessee, or its property, assets or revenues such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and other accounts and blocked account agreements waives such immunity to the fullest extent permitted by the Law of such jurisdiction. Waiver of Jury Trial. THE LESSEE AND THE LESSOR HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS LEASE, ANY OF THE OPERATIVE DOCUMENTS OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER. Waiver of Immunity. Each party to this Lease agrees that in any legal action or proceedings against it or its assets in connection with the Financings, (H) using reasonable best efforts to obtain accountants’ comfort letters in customary form, environmental assessments, collateral appraisals, field audits, surveys and title insurance, consents, landlord waivers and estoppels and non-disturbance agreements, (I) reasonably cooperating with legal counsel in connection with this Lease and/or any legal opinions or such other documents that Operative Document no immunity from such legal counsel may action or proceedings (which shall include, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) shall be required to deliver in connection with any Financings, and (J) furnishing all documentation and other information required claimed by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) For the avoidance or on behalf of doubt, nothing in this Section 8.09 shall require (i) Parent it or any other member of the Parent Group to (A) pledge or otherwise encumber any Excluded Assets or (B) provide any guarantee, surety, indemnification or otherwise incur any Liability with respect to the Combined Group its assets, irrevocably waives any such right of immunity which it or the Financings its assets now have or (ii) RJS may hereafter acquire or which may be attributed to (A) pledge it or otherwise encumber the Capital Stock of any of its Subsidiaries (other than RJS Subsidiaries (except in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing”)) or other Assets or (B) provide any guarantee, surety or indemnification or otherwise incur any Liability (other than in respect of Shared Expenses) with respect to the Combined Group or the Financings, or (iii) any RJS Subsidiary to prior to the Closing, pledge or otherwise encumber the Capital Stock of any of its Subsidiaries or other Assets or provide any guarantee, surety or indemnification or otherwise incur any Liability, in each case assets and consents generally in respect of any Energy Supply Financing pursuant such legal action or proceedings to which Energy Supply Closing Refinanced Debt is repaid the giving of any relief or refinanced, the issue of any process in connection with an Energy Supply Financing. such action or proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (firrespective of its use or intended use) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, shall promptly notify the other Parties in writing upon learning of (i) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party of any RJS Financing Agreement order of judgment which may be made or Energy Supply Financing Agreement, respectively, of which given in such Party becomes aware action or proceedings. Xxxxxxxxxx XX-600-2C10; MSN 10070 Severability and which would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date and (B) the receipt of any written notice from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any RJS Financing Agreement or Energy Supply Financing Agreement, respectively or (y) any material dispute or disagreement between or among any parties to any RJS Financing Agreement or any Energy Supply Financing Agreement, respectively , in each case, which would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing DateIllegality.

Financings. (a) Following The aggregate proceeds contemplated by the date hereof through Commitment Letters will be sufficient (after deducting applicable fees, expenses, original issue discount and similar premiums and charges) to enable Parent to (i) consummate the earlier Transactions upon the terms contemplated by this Agreement, (ii) pay the Common Merger Consideration payable in respect of the Closing Date applicable Eligible Shares and Dissenting Shares in the Merger pursuant to this Agreement, (iii) pay the Aggregate Redemption Amount, (iv) pay all amounts payable pursuant to Section 3.3 of this Agreement, (v) pay all Indebtedness, liabilities and other obligations of the Company as expressly contemplated to be funded pursuant to the Debt Commitment Letter by Parent at Closing, and (vi) pay all related fees and expenses associated with the Transactions or the Termination Date, Commitment Letters incurred by Parent, NewCoMerger Sub, HoldCo the Surviving Company or any of their respective Affiliates and Energy Supply shall use their reasonable best efforts to take, or cause required to be taken, all actions and to do, or cause to be done, prior to paid at the Closing Date, all things necessary to arrange and obtain one or more credit and/or letter of credit facilities and/or issue debt securities of a member of the Energy Supply Group to be available at or prior to the Closing by such party (collectively, the “Energy Supply FinancingFinancing Purposes”). (b) in exchange for, or to extend, refinance, renew or replace in full Parent has received (i) executed equity commitment letters dated as of the Specified Energy Supply Refinanced Debt at date of this Agreement (as may be amended, supplemented or prior to the maturity thereof and (ii) at or substantially concurrently modified in accordance with the Closing, (A) the Energy Supply Closing Refinanced Debt and (B) any RJS Refinanced Debt identified to Parent in writing no later than sixty (60) days prior to the anticipated Closing Date to be repaid, refinanced or replaced from the proceeds of any Energy Supply Financing at or substantially concurrently with the Closing (such Indebtedness being repaid, refinanced or replacedterms thereof, the “RJS Closing Refinanced DebtEquity Commitment Letters”); provided, however, that ) from the aggregate principal equity financing sources party thereto (the “Equity Financing Sources”) pursuant to which each Equity Financing Source has committed to provide the amount of Indebtedness incurred pursuant cash equity financing as set forth in the Equity Commitment Letters, subject only to the immediately preceding clauses terms and conditions expressly set forth therein (ithe “Equity Financing”) and (ii) shall notan executed debt commitment letter and executed fee letter associated therewith, except each dated as mutually agreed by Parent, NewCo and RJS, exceed the Permitted Refinancing Amount. (b) Following of the date hereof through the earlier of the Closing or the Termination Datethis Agreement (such commitment letter and fee letter (which fee letter may be redacted as described below), Ravenand all attached exhibits, Jade schedules and Sapphire shall use their reasonable best efforts to takeannexes that are delivered on date of this Agreement, or cause to be taken, all actions and to do, or cause to be done, prior amendments to the Closing Date, all things necessary to arrange and obtain the RJS Financings at or prior to the Closing. (c) Unless otherwise consented to foregoing permitted by RJS (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the Energy Supply Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the Combined Group. Unless otherwise consented to by Parent (such consent not to be unreasonably withheldhereof, conditioned or delayed), the terms and conditions of the RJS Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the RJS Subsidiaries, taken as a whole; provided, however, that (i) the foregoing shall not apply (and no consent of Parent shall be required) in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” if the applicable terms and conditions of such RJS Financing are at least as favorable as those set forth on Section 8.09(c)(i) of the RJS Disclosure Letter and (ii) notwithstanding anything to the contrary, unless otherwise consented to by Parent, an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” shall in all circumstances include the terms set forth on Section 8.09(c)(ii) of the RJS Disclosure Letter. (d) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, (i) shall keep the other Parties reasonably apprised to the status and material developments with respect to the arranging and availability of the Energy Supply Financing and RJS Financing, respectively and (ii) shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts, and to cause their respective employees, accountants, counsel and other representatives, to cooperate with each other in connection with the arrangement of the Financings, including (A) participating in meetings, drafting sessions, due diligence sessions, presentations, “road shows” and sessions with prospective lenders, initial purchasers, placement agents, investors and rating agencies in connection with the marketing of the Financings, (B) preparing business projections, financial statements, offering memoranda, offering documents, bank information memoranda (including the delivery of customary representation letters and authorization letters), private placement memoranda, prospectuses, materials for ratings agency presentations and similar documents, (C) executing and delivering all reasonably necessary documents and instruments, including any pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates, documents, or legal opinions in connection with the Financings, (D) disclosing the Financings as reasonably appropriate in all filings made pursuant to Section 8.04, (E) furnishing as promptly as reasonably practicable all historical financial statements and other pertinent financial information as may be reasonably requested by Energy Supply or RJS, as applicable (with respect to an Energy Supply Financing or an RJS Financing, respectively), including financial statements and financial and other data of the type customarily (1) included in a bank information memorandum (including pro forma financial information) and (2) included in a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X or Compensation Discussion and Analysis required by Regulation S-X Item 402(b), but would include customary disclosure of certain guarantor and non-guarantor information) and of the type or the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A or Regulation S promulgated under the Securities Act (collectively, the “Required Financial Information”)Debt Commitment Letter” and, (F) reasonably cooperating with other marketing efforts in connection together with the FinancingsEquity Commitment Letters and any related exhibits, (G) taking all actions reasonably necessary or desirable to establish bank schedules, annexes, supplements, term sheets and other accounts and blocked account agreements in connection with the Financings, (H) using reasonable best efforts to obtain accountants’ comfort letters in customary form, environmental assessments, collateral appraisals, field audits, surveys and title insurance, consents, landlord waivers and estoppels and non-disturbance agreements, (I) reasonably cooperating with legal counsel in connection with any legal opinions or such other documents that such legal counsel may be required to deliver in connection with any Financings, and (J) furnishing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) For the avoidance of doubt, nothing in this Section 8.09 shall require (i) Parent or any other member of the Parent Group to (A) pledge or otherwise encumber any Excluded Assets or (B) provide any guarantee, surety, indemnification or otherwise incur any Liability with respect to the Combined Group or the Financings or (ii) RJS to (A) pledge or otherwise encumber the Capital Stock of any of its Subsidiaries (other than RJS Subsidiaries (except in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing”)) or other Assets or (B) provide any guarantee, surety or indemnification or otherwise incur any Liability (other than in respect of Shared Expenses) with respect to the Combined Group or the Financings, or (iii) any RJS Subsidiary to prior to the Closing, pledge or otherwise encumber the Capital Stock of any of its Subsidiaries or other Assets or provide any guarantee, surety or indemnification or otherwise incur any Liability, in each case in respect of any Energy Supply Financing pursuant to which Energy Supply Closing Refinanced Debt is repaid or refinanced, in connection with an Energy Supply Financing. (f) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, shall promptly notify the other Parties in writing upon learning of (i) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party of any RJS Financing Agreement or Energy Supply Financing Agreement, respectively, of which such Party becomes aware and which would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date and (B) the receipt of any written notice from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any RJS Financing Agreement or Energy Supply Financing Agreement, respectively or (y) any material dispute or disagreement between or among any parties to any RJS Financing Agreement or any Energy Supply Financing Agreement, respectively , in each case, which would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date.the

Financings. (a) Following Each Party agrees to reasonably cooperate with the date hereof through other Party and the earlier Financing Parties of each Party and their respective Affiliates in connection with any financing arrangements with respect to this Agreement or the Facility. Without limiting the foregoing, Buyer and Seller acknowledge that this Agreement may be an integral part of the Closing Date documentation securing the financing of the design, construction, and operation of the Facility or the Termination Date, Parent, NewCo, HoldCo and Energy Supply shall use their reasonable best efforts to take, or cause security to be taken, all actions and to do, or cause to be done, prior to the Closing Date, all things necessary to arrange and obtain one or more credit and/or letter of credit facilities and/or issue debt securities of provided under this Agreement. At a member of the Energy Supply Group to be available at or prior to the Closing (collectivelyParty’s request, the “Energy Supply Financing”) in exchange for, or other Party shall agree to extend, refinance, renew or replace in full (i) the Specified Energy Supply Refinanced Debt at or prior amend this Agreement to the maturity thereof and (ii) at or substantially concurrently with the Closing, (A) the Energy Supply Closing Refinanced Debt and (B) include any RJS Refinanced Debt identified to Parent in writing no later than sixty (60) days prior to the anticipated Closing Date to provision which may reasonably be repaid, refinanced or replaced from the proceeds of any Energy Supply requested by a proposed Financing at or substantially concurrently with the Closing (such Indebtedness being repaid, refinanced or replaced, the “RJS Closing Refinanced Debt”)Party; provided, however, that such amendment does not decrease a Party’s right, title and interests under this Agreement nor increase the aggregate principal amount burdens, obligations, or costs of Indebtedness such Party. The cost of negotiating such amendment shall be borne by the Party requesting the amendment. Upon the request of a proposed Financing Party for a Party and at such Party’s expense, the other Party shall deliver additional documents, opinions and instruments which are reasonably requested by a proposed Financing Party including a legal opinion of counsel for such Party affirming the enforceability of this Agreement against such Party and other matters reasonably requested, subject to customary exceptions and qualifications. Each Party agrees to pay for and reimburse the other Party for all of such Party’s reasonable and documented costs and expenses incurred pursuant in cooperating with the other Party in accordance with the terms of this Section 19.1, including the reasonable costs and expenses of internal and external counsel reviewing any documents such Party is requested to review or execute. Notwithstanding the foregoing, Buyer acknowledges and agrees that any consent requested by Seller’s Financing Parties shall include customary provisions reasonably requested by such Financing Parties, including but not limited to the immediately preceding clauses following: (i) simultaneously with providing notice to Seller of a Seller Default, Buyer shall give notice of such Seller Default to any Seller’s Financing Parties which Buyer has been provided written notice of, and (ii) Seller’s Financing Parties shall nothave the right, except as mutually agreed by Parentbut not the obligation, NewCo and RJSto cure a Seller Default in accordance with the provisions of this Agreement, exceed provided that Seller’s Financing Parties shall be provided an additional thirty (30) days, from the Permitted Refinancing Amount. (b) Following the date hereof through the earlier end of the Closing or the Termination Date, Raven, Jade and Sapphire shall use their reasonable best efforts cure period provided to take, or cause Seller pursuant to be taken, all actions and this Agreement to do, or cause to be done, prior to the Closing Date, all things necessary to arrange and obtain the RJS Financings at or prior to the Closing. (c) Unless otherwise consented to by RJS (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the Energy Supply Financing shall be at then-prevailing market terms for similar Indebtedness of companies of effect a size and with a credit rating or profile similar to the Combined Group. Unless otherwise consented to by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the RJS Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the RJS Subsidiaries, taken as a whole; provided, however, that (i) the foregoing shall not apply (and no consent of Parent shall be required) in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” if the applicable terms and conditions cure of such RJS Financing are at least as favorable as those set forth on Section 8.09(c)(i) of the RJS Disclosure Letter and (ii) notwithstanding anything to the contrary, unless otherwise consented to by Parent, an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” shall in all circumstances include the terms set forth on Section 8.09(c)(ii) of the RJS Disclosure Letter. (d) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, (i) shall keep the other Parties reasonably apprised to the status and material developments with respect to the arranging and availability of the Energy Supply Financing and RJS Financing, respectively and (ii) shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts, and to cause their respective employees, accountants, counsel and other representatives, to cooperate with each other in connection with the arrangement of the Financings, including (A) participating in meetings, drafting sessions, due diligence sessions, presentations, “road shows” and sessions with prospective lenders, initial purchasers, placement agents, investors and rating agencies in connection with the marketing of the Financings, (B) preparing business projections, financial statements, offering memoranda, offering documents, bank information memoranda (including the delivery of customary representation letters and authorization letters), private placement memoranda, prospectuses, materials for ratings agency presentations and similar documents, (C) executing and delivering all reasonably necessary documents and instruments, including any pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates, documents, or legal opinions in connection with the Financings, (D) disclosing the Financings as reasonably appropriate in all filings made pursuant to Section 8.04, (E) furnishing as promptly as reasonably practicable all historical financial statements and other pertinent financial information as may be reasonably requested by Energy Supply or RJS, as applicable (with respect to an Energy Supply Financing or an RJS Financing, respectively), including financial statements and financial and other data of the type customarily (1) included in a bank information memorandum (including pro forma financial information) and (2) included in a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X or Compensation Discussion and Analysis required by Regulation S-X Item 402(b), but would include customary disclosure of certain guarantor and non-guarantor information) and of the type or the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A or Regulation S promulgated under the Securities Act (collectively, the “Required Financial Information”), (F) reasonably cooperating with other marketing efforts in connection with the Financings, (G) taking all actions reasonably necessary or desirable to establish bank and other accounts and blocked account agreements in connection with the Financings, (H) using reasonable best efforts to obtain accountants’ comfort letters in customary form, environmental assessments, collateral appraisals, field audits, surveys and title insurance, consents, landlord waivers and estoppels and non-disturbance agreements, (I) reasonably cooperating with legal counsel in connection with any legal opinions or such other documents that such legal counsel may be required to deliver in connection with any Financings, and (J) furnishing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) For the avoidance of doubt, nothing in this Section 8.09 shall require (i) Parent or any other member of the Parent Group to (A) pledge or otherwise encumber any Excluded Assets or (B) provide any guarantee, surety, indemnification or otherwise incur any Liability with respect to the Combined Group or the Financings or (ii) RJS to (A) pledge or otherwise encumber the Capital Stock of any of its Subsidiaries (other than RJS Subsidiaries (except in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing”)) or other Assets or (B) provide any guarantee, surety or indemnification or otherwise incur any Liability (other than in respect of Shared Expenses) with respect to the Combined Group or the Financings, or (iii) any RJS Subsidiary to prior to the Closing, pledge or otherwise encumber the Capital Stock of any of its Subsidiaries or other Assets or provide any guarantee, surety or indemnification or otherwise incur any Liability, in each case in respect of any Energy Supply Financing pursuant to which Energy Supply Closing Refinanced Debt is repaid or refinanced, in connection with an Energy Supply Financing. (f) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, shall promptly notify the other Parties in writing upon learning of (i) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party of any RJS Financing Agreement or Energy Supply Financing Agreement, respectively, of which such Party becomes aware and which would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date and (B) the receipt of any written notice from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any RJS Financing Agreement or Energy Supply Financing Agreement, respectively or (y) any material dispute or disagreement between or among any parties to any RJS Financing Agreement or any Energy Supply Financing Agreement, respectively , in each case, which would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date.Seller Default.‌

Financings. (a) Following Buyer has delivered to the Company true and correct copies of (i) an executed equity commitment letter (the “Equity Commitment Letter”) to Buyer from Consonance Private Equity, L.P. and Consonance Private Equity PV, L.P. (together, the “Sponsor”) pursuant to which the Sponsor has committed to provide Buyer with equity financing in the amount set forth therein (the “Equity Financing”), of which the Company and the Securityholders are express third-party beneficiaries pursuant to the terms and subject to the conditions and limitations thereof, (ii) an executed Rollover Agreement between LP Holdings and the Rollover Participants named therein providing for the consummation of the Rollover Transaction (the “Rollover Financing”), (iii) an executed Optionholder Subscription Agreement between LP Holdings and the Company Securityholders named therein, and (iv) an executed debt commitment letter (including all exhibits, annexes and other attachments thereto, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) to Merger Sub from BMO Xxxxxx Bank N. A. and Ally Commercial Finance LLC (the “Lenders”) pursuant to which the Lenders have committed to lend Buyer the amounts set forth therein (the “Debt Financing” and, together with the Equity Financing and the Rollover Financing, the “Financings”) for the purpose of funding the transactions to be consummated pursuant to this Agreement. The Commitment Letters are in full force and effect as of the date hereof through the earlier of the Closing Date this Agreement and have not been withdrawn or the Termination Dateterminated or otherwise amended, Parent, NewCo, HoldCo and Energy Supply shall use their reasonable best efforts to take, supplemented or cause to be taken, all actions and to do, or cause to be done, modified in any respect prior to the Closing Datedate of this Agreement and no such amendment, all things necessary to arrange and obtain one supplement or more credit and/or letter of credit facilities and/or issue debt securities of a member modification is contemplated as of the Energy Supply Group to be available at or prior date hereof. Each Commitment Letter is a legal, valid and binding obligation of Buyer and, to the Closing (collectivelyknowledge of Buyer, the “Energy Supply Financing”) in exchange for, or other parties thereto to extend, refinance, renew or replace in full (i) provide the Specified Energy Supply Refinanced Debt at or prior financing contemplated thereby subject only to the maturity thereof and (ii) at satisfaction or substantially concurrently waiver of the Financing Conditions, enforceable in accordance with the Closingtheir respective terms against each party thereto, (A) the Energy Supply Closing Refinanced Debt and (B) any RJS Refinanced Debt identified to Parent in writing no later than sixty (60) days prior subject to the anticipated Closing Date effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to be repaid, refinanced or replaced from the proceeds of any Energy Supply Financing affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at or substantially concurrently with the Closing (such Indebtedness being repaid, refinanced or replaced, the “RJS Closing Refinanced Debt”Law); provided, however, that the aggregate principal amount of Indebtedness incurred pursuant . Except for fee letters relating to the immediately preceding clauses (i) and (ii) shall not, except as mutually agreed by Parent, NewCo and RJS, exceed the Permitted Refinancing Amount. (b) Following the date hereof through the earlier of the Closing or the Termination Date, Raven, Jade and Sapphire shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, prior to the Closing Date, all things necessary to arrange and obtain the RJS Financings at or prior to the Closing. (c) Unless otherwise consented to by RJS (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the Energy Supply Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the Combined Group. Unless otherwise consented to by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the terms and conditions of the RJS Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size and with a credit rating or profile similar to the RJS Subsidiaries, taken as a whole; provided, however, that (i) the foregoing shall not apply (and no consent of Parent shall be required) in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” if the applicable terms and conditions of such RJS Financing are at least as favorable as those set forth on Section 8.09(c)(i) of the RJS Disclosure Letter and (ii) notwithstanding anything to the contrary, unless otherwise consented to by Parent, an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” shall in all circumstances include the terms set forth on Section 8.09(c)(ii) of the RJS Disclosure Letter. (d) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, (i) shall keep the other Parties reasonably apprised to the status and material developments fees with respect to the arranging Debt Financing (true and complete copies of which have been provided to the Company, with fee amounts, pricing caps and certain economic terms of the market flex (none of which would adversely affect the amount or availability of the Energy Supply Financing and RJS Financing) redacted), respectively and (ii) shallthere are no other agreements, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts, and side letters or arrangements relating to cause their respective employees, accountants, counsel and other representatives, to cooperate with each other in connection with the arrangement Commitment Letters that could adversely affect the availability of the Financings, including (A) participating in meetings, drafting sessions, due diligence sessions, presentations, “road shows” and sessions with prospective lenders, initial purchasers, placement agents, investors and rating agencies in connection with the marketing of the Financings, (B) preparing business projections, financial statements, offering memoranda, offering documents, bank information memoranda (including the delivery of customary representation letters and authorization letters), private placement memoranda, prospectuses, materials for ratings agency presentations and similar documents, (C) executing and delivering all reasonably necessary documents and instruments, including any pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates, documents, or legal opinions in connection with the Financings, (D) disclosing the Financings as reasonably appropriate in all filings made pursuant to Section 8.04, (E) furnishing as promptly as reasonably practicable all historical financial statements and other pertinent financial information as may be reasonably requested by Energy Supply or RJS, as applicable (with respect to an Energy Supply Debt Financing or an RJS Financing, respectively), including financial statements and financial and other data of the type customarily (1) included in a bank information memorandum (including pro forma financial information) and (2) included in a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X or Compensation Discussion and Analysis required by Regulation S-X Item 402(b), but would include customary disclosure of certain guarantor and non-guarantor information) and of the type or the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A or Regulation S promulgated under the Securities Act (collectively, the “Required Financial Information”), (F) reasonably cooperating with other marketing efforts in connection with the Financings, (G) taking all actions reasonably necessary or desirable to establish bank and other accounts and blocked account agreements in connection with the Financings, (H) using reasonable best efforts to obtain accountants’ comfort letters in customary form, environmental assessments, collateral appraisals, field audits, surveys and title insurance, consents, landlord waivers and estoppels and non-disturbance agreements, (I) reasonably cooperating with legal counsel in connection with any legal opinions or such other documents that such legal counsel may be required to deliver in connection with any Financings, and (J) furnishing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) For the avoidance of doubt, nothing in this Section 8.09 shall require (i) Parent or any other member of the Parent Group to (A) pledge or otherwise encumber any Excluded Assets or (B) provide any guarantee, surety, indemnification or otherwise incur any Liability with respect to the Combined Group or the Financings or (ii) RJS to (A) pledge or otherwise encumber the Capital Stock of any of its Subsidiaries (other than RJS Subsidiaries (except in respect of an RJS Equity Financing of the type described in clause (i) of the definition of “RJS Financing”)) or other Assets or (B) provide any guarantee, surety or indemnification or otherwise incur any Liability (other than in respect of Shared Expenses) with respect to the Combined Group or the Financings, or (iii) any RJS Subsidiary to prior to the Closing, pledge or otherwise encumber the Capital Stock of any of its Subsidiaries or other Assets or provide any guarantee, surety or indemnification or otherwise incur any Liability, in each case in respect of any Energy Supply Financing pursuant to which Energy Supply Closing Refinanced Debt is repaid or refinanced, in connection with an Energy Supply Financing. (f) Following the date hereof through the earlier as of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, shall promptly notify the other Parties in writing upon learning of (i) any breach or default (or any . No event or circumstance thathas occurred which, with or without notice, lapse of time or both, would reasonably constitute a default or breach on the part of Buyer under any term or condition of the Commitment Letters. There are no conditions precedent related to the funding of the full amount of the Financings, other than as expressly set forth in the Commitment Letters. No Person has any right to impose, and Buyer and other parties to the Commitment Letters do not have any obligation to accept, (i) any condition precedent to such funding other than the Financing Conditions or (ii) any reduction to the aggregate amount available under the Commitment Letters on the Closing Date. Buyer has fully paid any and all commitment fees or other fees required by the Commitment Letters to be expected paid by it on or prior to give rise the date of this Agreement. To Buyer’s knowledge, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or 36 NY\7370590.17 default on the part of Buyer or any other party thereto under any of the Commitment Letters. Buyer has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Commitment Letters. As of the date hereof, to the extent this Agreement must be in a form acceptable to any breach lender committing to provide Debt Financing, such lender or defaultlenders have approved this Agreement. (b) by any party On the Closing Date, Merger Sub will have sufficient cash, available lines of any RJS Financing Agreement credit or Energy Supply Financing other sources of immediately available funds (including the Financings) to consummate the transactions to be consummated pursuant to this Agreement, respectivelyincluding the payment by Buyer, or on behalf of Buyer, of which such Party becomes aware the Merger Consideration and which would reasonably any fees and expenses payable by Buyer at the Closing. (c) Buyer’s obligations hereunder are not subject to any conditions regarding Buyer’s or any other Person’s ability to obtain financing for the consummation of the transactions to be expected consummated pursuant to this Agreement. (d) Notwithstanding anything to the contrary contained herein, each party hereto agrees that a breach of this representation and warranty will not result in any part the failure of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date and (B) the receipt of any written notice from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any RJS Financing Agreement or Energy Supply Financing a condition precedent under this Agreement, respectively or if (ynotwithstanding such breach) any material dispute or disagreement between or among any parties Buyer and Merger Sub are willing and able to any RJS Financing consummate the transactions contemplated by this Agreement or any Energy Supply Financing Agreement, respectively , in each case, which would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date.

Financings. (a) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, prior to the Closing Date, all things necessary to arrange and obtain one or more credit and/or letter of credit facilities and/or issue debt securities of a member of the Energy Supply Group to be available at On or prior to the Closing (collectivelyInitial Borrowing Date, the “Energy Supply Financing”) in exchange for, or to extend, refinance, renew or replace in full (i) Holdings shall have received gross cash proceeds of at least $81,000,000 from the Specified Energy Supply Refinanced Debt at or prior to Equity Financing (of which no more than [$64,800,000] may be received from the maturity thereof and issuance of Holdings Preferred Stock), (ii) at or substantially concurrently with the Closing, (A) the Energy Supply Closing Refinanced Debt and (B) any RJS Refinanced Debt identified to Parent Holdings shall have received gross cash proceeds in writing no later than sixty (60) days prior to the anticipated Closing Date to be repaid, refinanced or replaced from the proceeds of any Energy Supply Financing at or substantially concurrently with the Closing (such Indebtedness being repaid, refinanced or replaced, the “RJS Closing Refinanced Debt”); provided, however, that the an aggregate principal amount of Indebtedness incurred pursuant at least $25,000,000 from the issuance by it of the Holdings Senior Discount Notes, (iii) Holdings shall have contributed the full amount of the gross cash proceeds received by it from the Equity Financing and the issuance of the Holdings Senior Discount Notes to the immediately preceding clauses (i) capital of the Borrower as a common equity contribution in exchange for 100% of the issued and outstanding shares of common stock of the Borrower and (iiiv) the Borrower shall not, except as mutually agreed by Parent, NewCo and RJS, exceed have utilized the Permitted Refinancing Amountfull amount of such cash contributions to make payments owing in connection with the Transaction prior to utilizing any proceeds of Loans for such purpose. (b) Following the date hereof through the earlier of the Closing or the Termination Date, Raven, Jade and Sapphire shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, prior to the Closing Date, all things necessary to arrange and obtain the RJS Financings at On or prior to the ClosingInitial Borrowing Date, the Borrower shall have received gross cash proceeds in an aggregate principal amount of at least $150,000,000 from the issuance by it of the Borrower Senior Discount Notes. (c) Unless otherwise consented On or prior to by RJS (such consent not the Initial Borrowing Date, there shall have been delivered to be unreasonably withheldthe Agent true and correct copies of the Equity Financing Documents, conditioned or delayed)the Holdings Senior Note Documents and the Borrower Senior Note Documents, and all of the terms and conditions of the Energy Supply Equity Financing Documents, the Holdings Senior Note Documents and the Borrower Senior Note Documents shall be at then-prevailing market terms for similar Indebtedness of companies of a size reasonably satisfactory in form and with a credit rating or profile similar substance to the Combined GroupAgent and the Required Banks. Unless otherwise All conditions precedent to the consummation of the Equity Financing, the issuance of the Holdings Senior Discount Notes and the issuance of the Borrower Senior Discount Notes as set forth in the Equity Financing Documents, the Holdings Senior Note Documents and the Borrower Senior Note Documents, respectively, shall have been satisfied, and not waived unless consented to by Parent the Agent and the Required Banks (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed), to the reasonable satisfaction of the Agent and the Required Banks. The Equity Financing, the issuance of the Holdings Senior Discount Notes and the issuance of the Borrower Senior Discount Notes shall have been consummated, in each case in all material respects in accordance with the terms and conditions of the RJS Financing shall be at then-prevailing market terms for similar Indebtedness of companies of a size applicable Documents therefor and with a credit rating or profile similar to the RJS Subsidiaries, taken as a whole; provided, however, that (i) the foregoing shall not apply (and no consent of Parent shall be required) in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” if the all applicable terms and conditions of such RJS Financing are at least as favorable as those set forth on Section 8.09(c)(i) of the RJS Disclosure Letter and (ii) notwithstanding anything to the contrary, unless otherwise consented to by Parent, an RJS Financing of the type described in clause (i) of the definition of “RJS Financing” shall in all circumstances include the terms set forth on Section 8.09(c)(ii) of the RJS Disclosure Letterlaws. (d) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, (i) shall keep the other Parties reasonably apprised to the status and material developments with respect to the arranging and availability of the Energy Supply Financing and RJS Financing, respectively and (ii) shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts, and to cause their respective employees, accountants, counsel and other representatives, to cooperate with each other in connection with the arrangement of the Financings, including (A) participating in meetings, drafting sessions, due diligence sessions, presentations, “road shows” and sessions with prospective lenders, initial purchasers, placement agents, investors and rating agencies in connection with the marketing of the Financings, (B) preparing business projections, financial statements, offering memoranda, offering documents, bank information memoranda (including the delivery of customary representation letters and authorization letters), private placement memoranda, prospectuses, materials for ratings agency presentations and similar documents, (C) executing and delivering all reasonably necessary documents and instruments, including any pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates, documents, or legal opinions in connection with the Financings, (D) disclosing the Financings as reasonably appropriate in all filings made pursuant to Section 8.04, (E) furnishing as promptly as reasonably practicable all historical financial statements and other pertinent financial information as may be reasonably requested by Energy Supply or RJS, as applicable (with respect to an Energy Supply Financing or an RJS Financing, respectively), including financial statements and financial and other data of the type customarily (1) included in a bank information memorandum (including pro forma financial information) and (2) included in a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-09, 3-10 or 3-16 of Regulation S-X or Compensation Discussion and Analysis required by Regulation S-X Item 402(b), but would include customary disclosure of certain guarantor and non-guarantor information) and of the type or the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A or Regulation S promulgated under the Securities Act (collectively, the “Required Financial Information”), (F) reasonably cooperating with other marketing efforts in connection with the Financings, (G) taking all actions reasonably necessary or desirable to establish bank and other accounts and blocked account agreements in connection with the Financings, (H) using reasonable best efforts to obtain accountants’ comfort letters in customary form, environmental assessments, collateral appraisals, field audits, surveys and title insurance, consents, landlord waivers and estoppels and non-disturbance agreements, (I) reasonably cooperating with legal counsel in connection with any legal opinions or such other documents that such legal counsel may be required to deliver in connection with any Financings, and (J) furnishing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) For the avoidance of doubt, nothing in this Section 8.09 shall require (i) Parent or any other member of the Parent Group to (A) pledge or otherwise encumber any Excluded Assets or (B) provide any guarantee, surety, indemnification or otherwise incur any Liability with respect to the Combined Group or the Financings or (ii) RJS to (A) pledge or otherwise encumber the Capital Stock of any of its Subsidiaries (other than RJS Subsidiaries (except in respect of an RJS Financing of the type described in clause (i) of the definition of “RJS Financing”)) or other Assets or (B) provide any guarantee, surety or indemnification or otherwise incur any Liability (other than in respect of Shared Expenses) with respect to the Combined Group or the Financings, or (iii) any RJS Subsidiary to prior to the Closing, pledge or otherwise encumber the Capital Stock of any of its Subsidiaries or other Assets or provide any guarantee, surety or indemnification or otherwise incur any Liability, in each case in respect of any Energy Supply Financing pursuant to which Energy Supply Closing Refinanced Debt is repaid or refinanced, in connection with an Energy Supply Financing. (f) Following the date hereof through the earlier of the Closing Date or the Termination Date, Parent, NewCo, HoldCo and Energy Supply, on the one hand, and Raven, Jade and Sapphire, on the other hand, shall promptly notify the other Parties in writing upon learning of (i) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party of any RJS Financing Agreement or Energy Supply Financing Agreement, respectively, of which such Party becomes aware and which would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date and (B) the receipt of any written notice from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any RJS Financing Agreement or Energy Supply Financing Agreement, respectively or (y) any material dispute or disagreement between or among any parties to any RJS Financing Agreement or any Energy Supply Financing Agreement, respectively , in each case, which would reasonably be expected to result in any part of such Financing not being completed on or before the Closing Date or not being available (other than by reason of its maturity at the stated maturity date) at the Closing Date.