Wound Care Sales. By letter to HLTT dated December 30, 2021, the CEO of PTG identified certain “Specified Accounts”. During the Term of this Agreement, PBI shall market and sell Wound Care products only to Specified Accounts, and PBI shall direct the Specified Accounts to make payment for such products to an account owned by HWC. PBI will also fill orders for Wound Care products as requested by HWC, with payment directed to an account owned by HWC. HWC shall reimburse PBI on a semi-monthly basis for its direct costs in selling product to Specified Accounts and filling orders for HWC. The parties will meet on a bi-monthly basis to review the measurement of direct costs.

Care of Collateral. The Grantors have the risk of loss of the Collateral. The Bank shall have no duty of care with respect to the Collateral, except that the Bank shall exercise reasonable care with respect to Collateral in its custody, but shall be deemed to have exercised reasonable care if such property is accorded treatment substantially equal to that which the Bank accords its own property, or if the Bank takes such action with respect to the Collateral as a Grantor shall request in writing, but no failure to comply with any such request nor any omission to do any such act requested by a Grantor shall be deemed a failure to exercise reasonable care, nor shall the Bank’s failure to take steps to collect any income accruing on the Collateral or to preserve rights against any parties or property be deemed a failure to have exercised reasonable care with respect to Collateral in its custody. The rights and security interest herein provided are granted as security only and shall not subject the Bank to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of any of the Collateral.

Such coverage shall commence no earlier than the Participant’s Termination Date. The Participant shall be charged the full cost of retiree coverage under these plans.

Health Care Proceedings. There is no pending (or, to the knowledge of any Loan Party, threatened in writing) Health Care Proceeding ongoing with respect to any Loan Party or any Subsidiary of any Loan Party that either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Health Care Notices. Promptly following any Loan Party obtaining knowledge of the occurrence of any of the following, notify Agent if: # a Regulatory Authority initiates a Regulatory Action or any other enforcement action against any Loan Party or any supplier of a Loan Party that causes any Loan Party to recall, withdraw, remove or discontinue marketing or conducting clinical research on any of its products that could reasonably be expected to have a Material Adverse Effect; # a Regulatory Authority issues or undertakes a Regulatory Action with respect to any Loan Party or any of its activities or products that could reasonably be expected to have a Material Adverse Effect; # any Loan Party conducts a mandatory or voluntary recall which could reasonably be expected to result in liability and expense to the Loan Parties of $1,000,000 or more (except to the extent covered (other than to the extent of applicable deductibles) by insurance pursuant to which the insurer has not denied coverage); # any Loan Party enters into a settlement agreement with CMS or any Regulatory Authority that results in aggregate liability as to any single or related series of transactions, incidents or conditions of $1,000,000 or more (except to the extent covered (other than to the extent of applicable deductibles) by insurance pursuant to which the insurer has not denied coverage) or that could reasonably be expected to have a Material Adverse Effect; or # a Regulatory Authority revokes any authorization or permission granted under any Registration, or any Loan Party withdraws any Registration, that could reasonably be expected to have a Material Adverse Effect.

Health Care Benefits. Eligible Executives will be eligible for continued health care coverage under the Company’s health care plans for the applicable COBRA period. The required contribution by the Eligible Executive for such continued coverage will be the applicable employee rate, for the period shown in the following table, unless and until the Eligible Executive becomes eligible for coverage for a particular type of group health benefit through employment with another employer, at which time the required contribution for continuing such benefit coverage hereunder shall be the applicable COBRA rate for such benefit. The period of continued health care coverage provided for herein shall run concurrently with the Eligible Executive’s available COBRA coverage period.

During the Pre-Closing Period, [[Organization B:Organization]] shall use its commercially reasonable efforts to cause the conditions set forth in Article VI and Article VII to be satisfied on a timely basis and so that the Closing can take place on or before June 21, 2020, in accordance with Section 1.5, and shall not take any action or omit to take any action, the taking or omission of which would or could reasonably be expected to result in any of the representations and warranties of [[Organization B:Organization]] set forth in this Agreement becoming untrue, or in any of the conditions of Closing set forth in Article VI or Article VII not being satisfied.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, including using reasonable best efforts to accomplish the following: # the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, # the obtaining of such reasonably necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of such reasonably necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of such reasonable steps as may be reasonably necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, # the obtaining of such material consents, approvals or waivers from third parties required as a result of the Merger, including the consents referred to in [Schedule 2.5] of the Company Schedules, # the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and # the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require BRPA or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Commercially Reasonable Efforts. The Purchaser will use its commercially reasonable efforts to take, or cause to be taken, or do, or cause to be done, all things necessary, proper or advisable to obtain any Governmental Authorizations that are required to permit the Purchaser to effect the Closing.

Reasonable Efforts; Further Assurances. From and after the Execution Date, upon the terms and subject to the conditions hereof (including Section 5.3), each of the Parties shall use all reasonable efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. Without limiting or effect to the other terms of this Agreement, the Parties hereto agree that, from time to time, whether before, at or after the Applicable Closing Date, each of them will execute and deliver, or cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this Agreement as of the Applicable Closing Date. Without limiting the generality of the foregoing, # prior to the Applicable Closing Date, Crestwood will, and will cause the Contributed Entities to, give the notices and use commercially reasonable efforts to obtain the consents (but without any obligation to pay any money or otherwise give anything of value to obtain any such consent) set forth on Section 3.3 of the Crestwood Disclosure Schedule, and (b) (i) as soon as practicable, and whether before or after the Applicable Closing Date, Crestwood will, and will cause its Affiliates to, transfer to Newco or a Contributed Entity, at no cost, any assets, properties, Contracts (including the US Salt Lease), or rights owned or held by Crestwood or any of its Affiliates (other than Newco and the Contributed Entities) and used solely in connection with the business or affairs of the Contributed Entities and # until such time as such assets, properties, Contracts or rights are transferred to Newco or a Contributed Entity, Crestwood will and will cause its Affiliates to, at no cost, reasonably maintain such assets, properties, contracts (including the US Salt Lease) or rights and provide Newco and the Contributed Entities with the benefits thereof.