Common use of Assistance with Financing Clause in Contracts

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement During the period commencing on the date hereof and continuing until the earlier of the Financingtermination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to and use its reasonable best efforts to cause its and their respective Representatives to, at the expense of Parent’s sole expense, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request use reasonable best efforts to cooperate in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such reasonably requested by Parent (provided that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall is otherwise consistent with this Agreement and does not unreasonably interfere with the ongoing operations of the Company or its Subsidiaries), including: (i) subject to Section 6.9, participating, and causing the Company’s senior management, officers and advisers to participate, in each case at mutually agreeable times and places and with reasonable advance notice, in a reasonable number of calls and meetings in a reasonable location (including customary one-on-one meetings with the Financing Sources and such members of senior management designated by the Company), presentations, due diligence (including accounting due diligence) and presentations to prospective Financing Sources and investors, in each case in connection with all or any portion of the Financing; (ii) as promptly as practicable after request therefor, furnishing to Parent, Merger Sub and the Financing Sources, and their respective Representatives (and, in the case of any required pro forma financial statements, reasonably cooperating with Parent with respect to its preparation of pro forma financial statements) (A) all financial statements and financial data and (B) such other pertinent financial and other information regarding the Company and its Subsidiaries, in each case which is, (1) reasonably requested by Parent, Merger Sub or the Financing Sources, (2) customarily necessary for financings of the type contemplated by the Financing Documents and (3) necessary (x) for Parent to satisfy the conditions set forth in Section 7 of Exhibit C of the Commitment Letter or (y) in order for Parent (or the Financing Sources) to arrange or syndicate the Financing (all such information in this clause (ii), together with the authorization letters referred to in clause (iii)(A) below, the “Required Information”); provided, that with respect to any pro forma financial data required to be delivered by the Company pursuant to this clause (ii), such pro forma financial data shall only consist of the necessary historical financial data relating to the Company and its Subsidiaries to enable Parent to produce (or otherwise materially impair cause to be produced) pro forma financial statements and other pro forma financial data and financial information (including pro forma adjustments relating to the ability transactions contemplated by this Agreement), in each case, as required to satisfy the condition set forth in Section 7 of Exhibit C of the Commitment Letter; (iii) (A) providing Parent with customary representation letters and authorization letters and other information, to the extent readily available, that is reasonably requested for the preparation of bank information memoranda and similar documents in connection with the Financing and (B) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (and, to the extent necessary, additional information memoranda that do not include material non-public information), prospectuses and similar documents reasonably requested in connection with the Financing; (iv) using reasonable best efforts to cooperate with and assist Parent or Merger Sub in obtaining consents to the use of legal opinions, hedging agreements, appraisals, surveys, engineering reports, title insurance and other documentation and items required by the Financing Sources or as are reasonably requested by Parent; (v) executing and delivering, as of the Effective Time, any definitive financing documents, including any credit agreements, guarantees, pledge agreements, security agreements, mortgages, deeds of trust and other security documents or other certificates, documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing (including a certificate of the chief financial officer or executive of the Company or any Subsidiary with respect to carry out solvency matters (or a solvency opinion with respect to such solvency matters) and consents of accountants for use of their duties reports in any materials relating to any Financing) as may be as may be reasonably determined by Parent to be necessary in order to consummate any Financing and otherwise reasonably facilitating the pledging of collateral (including cooperation in connection with the pay-off of existing Indebtedness and the release of related Liens); (vi) taking all actions reasonably necessary to permit the Financing Sources to conduct audit examinations, appraisals and other evaluations with respect to the Company’s and its Subsidiaries’ current assets and other collateral, and to evaluate its cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements; (vii) to the extent reasonably requested at least five (5) Business Days prior to the Closing Date, providing all documentation and other information required by applicable “know your customer,” anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Financing; (viii) using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which the Company or any Subsidiary of the Company is a party to the extent required by the Financing Sources and to arrange discussions among Parent, Merger Sub and the Financing Sources with other parties to material leases, encumbrances and contracts to the extent required by the Financing Sources; (ix) taking all actions reasonably necessary to facilitate the prepayment and termination of any existing Indebtedness of the Company and its Subsidiaries, the termination on the Closing Date of all guarantees and security interests in connection therewith and the delivery of customary payoff letters, lien releases, termination documentation and instruments of discharge with respect to the foregoing, in each case reasonably satisfactory to Parent; and (x) taking of all corporate, limited liability company or similar action reasonably necessary to comply with the Company’s obligations set forth in clauses (i) through (ix) of this Section 6.17(a). (cb) The Company hereby consents to the reasonable use of its and its Subsidiaries’ logos in connection with the Financing, provided that such logos are used solely in a customary manner that is not intended nor reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. Parent shall, promptly upon written request by the Company, reimburse the Company for all reasonable and Merger Sub shall documented out-of-pocket expenses and costs incurred in connection with the Company’s, its Subsidiaries’ or its and their respective Representatives’ obligations under this Section 6.17 and indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents respective Representatives from and against against, and compensate and reimburse the Company and its Subsidiaries and its and their respective Representatives for, any and all losses liabilities, losses, damages, claims, costs or damages expenses suffered or incurred by any of them in connection with the Financing, the arrangement of the Financing Financing, the performance of any of their obligations under this Section 6.17 and any information utilized in connection therewithwith the Financing (other than losses, damages, claims, costs or expenses resulting from (A) any inaccurate or misleading financial information relating to the Company and its Subsidiaries provided by the Company in writing specifically for use in connection with the Financing and (B) the fraud, bad faith or willful material breach by the Company or any of its Subsidiaries of its obligations under this Section 6.17). (c) Notwithstanding anything in this Agreement to the contrary, including this Section 6.17, (i) neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 6.17 that would unreasonably interfere with the ongoing operations of the Company or its Subsidiaries; (ii) prior to the Effective Time, neither the Company nor any of its Subsidiaries shall be required to waive or amend any terms of this Agreement or pay any commitment or other similar fee or incur or assume any other liability or obligation in connection with the Financing; (iii) prior to the Effective Time, none of the Company, its Subsidiaries or their respective Representatives shall be required to authorize, execute or enter into or perform any agreement with respect to any Financing which is not conditioned upon the occurrence of the Closing; (iv) neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action that would (A) contravene any applicable Law or the Company’s or any of its Subsidiaries’ Constitutional Documents or require the Company or any of its Subsidiaries to disclose information subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the foregoing Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not apply result in a loss of any such attorney-client, attorney work product or other legal privilege), (B) cause any covenant, representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries or (C) cause any Representative of the Company or any of its Subsidiaries to incur or potentially incur any personal liability; (v) neither the Company nor any of its Subsidiaries shall be required to deliver or cause to be delivered any financial information in a form not customarily prepared by the Company or with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request (or ninety (90) days in the case of a fiscal year-end); and (vi) neither the Company nor any of its Subsidiaries nor any Persons who are directors or officers of the Company or any of its Subsidiaries shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or deliver any certificate, document, instrument or agreement in connection with the Financing that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement in connection with the Financing that is effective prior to the Closing (provided, that in no event shall this Section 6.17 require the Company or any of its Subsidiaries to cause any officer or director of the Company or of its Subsidiaries that is not continuing in such capacity after the Closing to execute any certificate, document, instrument or agreement). (d) Notwithstanding anything to the contrary herein, it is understood and agreed that the condition precedent set forth in Section 7.2(b), as applied to the Company’s obligations under this Section 6.17, shall be deemed to be satisfied unless the Company or any of its Subsidiaries’ or other Representatives’ willful misconduct or gross negligenceSubsidiaries has willfully and materially breached its obligations under this Section 6.17.

Assistance with Financing. (a) In order The Company shall provide, and shall cause its Subsidiaries to assist Parent in any way provide, reasonable cooperation that is necessary, proper or advisable in connection with ParentBuyer’s arrangement of the Financing, Financing as contemplated by the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request Commitment Letter or any alternative financing in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub transactions contemplated by Section 3.7 as may be reasonably requested by Buyer (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any provided that such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection requested cooperation does not unreasonably interfere with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness ongoing Business of the Company or its Subsidiaries whose terms require or permit it any of their Affiliates, cause the breach of any agreement to be declared due which the Company or its Subsidiaries or any of their Affiliates is a party or involve any binding commitment by the Company or its Subsidiaries or any of their Affiliates), including using reasonable commercial efforts to assist Buyer with: (i) the preparation by Buyer of an information package; (ii) participating in the presentation by Buyer of such information package and payablerelated matters to prospective lenders, or provide that it becomes automatically due including by facilitating direct contact between the Company’s senior management and payable, prospective lenders; (iii) providing Buyer at least three (3) days prior to its stated maturity as a result ofthe Effective Time with estimated outstanding balances, or in connection withpenalties, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time fees, per diems and related costs as may be necessary required by Buyer to effect the payment of any outstanding Debt that is required by this Agreement or the Financing to be repaid at the Effective Time; (iv) the preparation by Buyer of an offering memorandum or private placement memorandum suitable for use in a customary “road show” for an offering of high-yield debt securities by the Buyer and the participation of the senior management of the Company and its Subsidiaries and representatives with Buyer in any such that road show; and (v) the rating agency process. Nothing in this Section 5.8(a) shall be construed as requiring the Company or its Subsidiaries to prepare financial statements other than the Company Financial Statements. Buyer shall be responsible for all out-of-pocket fees and expenses related to the Financing contemplated hereby. Accordingly, notwithstanding anything to the contrary in Section 5.7 hereof, Buyer shall reimburse the CSE Holders, including by way of payment of Transaction Expenses in accordance with Section 1.9, for all reasonable out-of-pocket costs incurred by the Company or any of the Company Subsidiaries in connection with such Required Information does not contain any untrue statement cooperation, including without limitation the preparation of material fact or omit the all Company Financial Statements delivered to state any material fact necessary in order Buyer pursuant to make the this Agreement other than audited financial statements therein not misleadingfor fiscal years prior to and including 2006. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability Liability in connection with the Financing prior to the Effective TimeClosing. The requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company Buyer also agrees to carry out their duties to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its Subsidiaries, and their directorsrespective Affiliates and each of their representatives, officers, employees and agents from and against any and all losses or damages Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence.

Assistance with Financing. Xxxxxxx agrees to provide reasonable co-operation and assistance (aand cause the Pushpay Group and its Representatives to provide co-operation and assistance) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request Bidder in connection with the arrangement or syndication or provision of any debt or equity financing by any Bidder Group member for the Financing purposes of funding the Consideration as may be reasonably requested by the Bidder, including: (a) facilitating liaison between the Bidder and Xxxxxxx’s existing financiers, as may be reasonably requested by the Bidder, including for the purposes of Pushpay notifying and discussing change of control procedures and/or managing the repayment and/or continuation of those counterparties on or after the Implementation Date and the satisfactionefficient termination and/or continuation of their existing financing arrangements with Pushpay with effect from that time; (b) providing the Bidder within a reasonable timeframe (including providing any consent required under the Confidentiality Agreements to such disclosure, subject to such financiers entering into confidentiality arrangements which are reasonably required by Pushpay) with financial and other relevant information regarding the Pushpay Group, as may be reasonably requested by the Bidder; (c) making available (on a timely an in-person or remote basis, as is convenient for the executive) senior executives of Pushpay to meet with potential financiers (at convenient times), as may be reasonably requested by the Bidder; (d) obtaining documents reasonably requested by the Bidder or the Debt Financing Sources, including executing and delivering any customary prepayment/cancellation notices and any other similar customary documentation reasonably requested by the Bidder or the Debt Financing Sources, in each case that are subject to the Scheme becoming Effective, relating to the repayment of Pushpay’s existing indebtedness identified by the Bidder, and the release on the Implementation Date of all conditions applicable to Parent and Merger Sub related Encumbrances; (or its or their Affiliatese) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information solely with respect to the Company Pushpay Group, using reasonable endeavours to facilitate the pledging of, granting a security interest in and its Subsidiaries (orobtaining perfection of any Encumbrances on, collateral to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”)take effect on, and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, implementation of the Offer Scheme; and (f) providing as promptly as reasonably practicable (and in any event, no less than 4 Business Days prior to the Implementation Date) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including (A) the USA Patriot Act and (B) a certification regarding beneficial ownership as required by 31 C.F.R. §1010.230 to any Debt Financing Source that has requested such certification, relating to the Pushpay Group, in each case as reasonably requested in writing by the Bidder or the Merger. The Company will use its reasonable best efforts Debt Financing Sources at least 8 Business Days prior to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading.Implementation Date, provided that: (bg) In no event Pushpay Group member shall the Company or its Subsidiaries be required to pay enter into any commitment agreements or similar fee arrangements in respect of any Debt Financing or incur Equity Financing prior to implementation of the Scheme on the Implementation Date (except as contemplated by clause 9.1(d) and “know-your-customer” information as described above); (h) no Pushpay Group member shall be required to provide any confidential, competitively sensitive or privileged information where the provision of such information is reasonably likely to cause prejudice to the commercial or legal interests of any member of the Pushpay Group, or would be reasonably likely to jeopardise any lawyer-client or other liability legal privilege, provided that Pushpay will work in good faith and use reasonable endeavours to implement arrangements to permit such access, disclosure or provision in a manner that does not result in the events set forth in this clause 10.1(h), provided further that if the Pushpay Group withholds any confidential, competitively sensitive or privileged information in reliance on this clause 10.1(h), Pushpay will promptly provide written notice to the Bidder of that fact, including a reasonably detailed description as to why the information has not been provided, except to the extent, in the case of privileged information, such notice or description would be reasonably likely to cause a waiver of such lawyer-client or other legal privilege; (i) the Bidder must promptly reimburse Pushpay for all reasonable out-of-pocket costs incurred by Pushpay in connection with providing co-operation under this clause 10.1; (j) the Financing prior Pushpay Group and its Representatives are not required to do any act, matter or thing under this clause 10.1 to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations extent such act, matter or thing would breach any applicable law or any confidentiality obligations owed by any member of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company Pushpay Group to carry out their duties to the Company.third parties; and (ck) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not clauses 9.1(a)(v) to 9.1(a)(x) will apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligencethis clause 10.1 with all necessary modifications.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the The Company shallwill, and shall will cause each of its Subsidiaries to, at the expense of Parentand each shall use commercially reasonable efforts to cause its Representatives to, provide such assistance and cooperation co-operation to Parent as Parent, Merger Sub and their Affiliates Parent may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable arrangements by Parent to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice obtain debt financing in connection with the Financing), Transactions and related matters (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such provided that such Required Information does not contain any untrue statement request is made on reasonable notice and reasonably in advance of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall , and provided such co-operation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries Subsidiaries), including as so requested: (a) participating in a reasonable number of meetings, drafting sessions, presentations, road shows, due diligence sessions and sessions with the lenders and rating agencies, (b) cooperating with Parent in connection with applications to obtain such consents, approvals or otherwise materially impair the ability of any officer authorizations which may be reasonably necessary or executive desirable in connection with such debt financing, (c) using commercially reasonable efforts to seek to take advantage of the Company Company’s existing lending relationships, including encouraging the Company’s existing lenders to carry out their duties participate in any syndicate organized by the lenders, (d) reasonably cooperating with the marketing efforts of Parent and the lenders for any debt being raised by Parent to complete the Transactions, including participating in presentations by or to the lenders and by facilitating direct contact between the Company’s senior management and the lenders, (e) having officers execute, without personal liability, any reasonably necessary officer’s certificates or management representation letters to the Company. ’s accountants to issue reports with respect to the financial statements to be included in any offering documents to the extent customary for similar offerings and solvency certificates or other certificates customarily requested by lenders in transactions of this type, (cf) Parent and Merger Sub shall indemnify and hold harmless subject to the Company terms of the Company’s and its Subsidiaries and its and their directorsSubsidiaries’ existing indebtedness, officersgiving timely redemption or prepayment notices, employees and agents from and against any and all losses or damages suffered or incurred by them as applicable, in connection with the arrangement refinancing of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ existing indebtedness outstanding on or after the Effective Time as may be reasonably required by Parent, (g) providing advance estimates of payout amounts in respect of indebtedness being repaid on the Effective Date and arranging for releases and discharge of Liens securing indebtedness being repaid on the Effective Date, (h) subject to applicable Laws and the obtaining of any necessary consents in connection therewith (which the Company shall use reasonable commercial efforts to obtain), executing and delivering any pledge and security documents, currency or interest hedging arrangements or other Representativesdefinitive financing documents or other certificates and documents as may be reasonably requested by Parent or otherwise facilitating the pledging of collateral as may be reasonably requested by Parent; provided that any obligations contained in such documents shall be effective no earlier than as of the Effective Time, (j) obtaining customary accountants’ willful misconduct comfort letters, accountants’ consents, and legal opinions as reasonably requested by Parent and (m) taking all actions reasonably necessary to permit the lenders to evaluate the Company’s and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements. Notwithstanding the foregoing, none of the Company or gross negligenceany of its Subsidiaries will be required to (a) pay any commitment, consent or other fee or incur any other liability in connection with any such financing prior to the Effective Time, (b) take any action or do anything that would violate applicable Law, breach any Contract of the Company or any Subsidiary that relates to borrowed money or impair or prevent the satisfaction of any condition set forth in Article VI, (c) commit to take any action that is not contingent on the consummation of the Transactions at the Effective Time or (d) disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar information or violate any obligations of the Company or any other Person with respect to confidentiality. Parent will promptly upon request by the Company and from time to time (other than in circumstances where this Agreement is terminated by Parent pursuant to clauses (i) or (ii) of Section 7.1(c) hereof reimburse the Company for all reasonable out-of-pocket costs (including legal fees) incurred by the Company or its Subsidiaries and their respective advisers, agents and representatives in connection with any of the foregoing.

Assistance with Financing. (a) In order Subject to assist Parent in any way necessarythe limitations set forth below, proper or advisable in connection with Parent’s arrangement and unless otherwise agreed by the Purchaser, until the earlier of the FinancingClosing and the termination of this Agreement pursuant to Article IX, the Company shall, and shall cause each of its Subsidiaries towill, at the expense of ParentPurchaser’s sole cost and expense, use commercially reasonable efforts, and instruct its management to use commercially reasonable efforts, to provide such assistance reasonable and customary cooperation to the Purchaser as Parent, Merger Sub and their Affiliates is reasonably requested by the Purchaser or its Debt Financing Sources or as may reasonably request be required by any debt commitment letter in connection with the Purchaser's arrangement of any debt financing in connection with this Agreement; provided that nothing herein shall require such cooperation to the Financing and extent it would unreasonably interfere with the satisfaction, on a timely basis, business or operations of all conditions applicable the Company. Such cooperation will include commercially reasonable efforts to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent make appropriate senior officers reasonably available, with appropriate advance notice, for assistance in the preparation for and participation in a reasonable number of bank meetings (including customary one-on-one meetings with parties acting as lead arrangers or agents for, and prospective lenders and purchaser of, such debt financing, and the members of management with appropriate seniority and expertise, and other representatives of the Company), presentations, due diligence sessions and sessions with prospective Debt Financing Sources and investors, (ii) reasonably cooperate with the marketing efforts of the Purchaser and its RepresentativesDebt Financing Sources for all or any portion of such debt financing, including providing reasonable assistance to Purchaser in preparation of customary confidential information memoranda, bank syndication materials and similar customary documents reasonably required in connection with such debt financing and customary authorization letters (provided such authorization letters shall not require the Company to make any representations or statements with respect to any pro forma financial statements or financial projections contained in such materials), to be executed by a representative of the Company, with respect thereto; (iii) to the extent reasonably availablenot otherwise already available to Purchaser in the Data Room, furnish Purchaser and its Debt Financing Sources as promptly as practicable with copies of such financial and operating data and other pertinent information with respect to the Company and its Subsidiaries and their respective businesses and assets as is reasonably requested by Purchaser or any prospective lender and is customarily required for completion of such debt financings, including, in any event, such financial information as is required pursuant to any debt commitment letter; (oriv) reasonably cooperate with the Purchaser’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with such debt financing; (v) provide and, if applicable, execute (provided that no obligation under any such agreement, document or certificate shall be effective until the Closing) at least five (5) business days prior to the Closing Date (to the extent requested at least eight business days prior to the Closing Date), all documentation and other information required by bank regulatory authorities under applicable “know-your-customer”, “beneficial ownership” and reasonably available anti-money laundering rules and regulations, including the Patriot Act; and (vi) assist the Purchaser in satisfying all conditions precedent applicable to it, GrowHow, HATLP, OCOP or PLNL) the Purchaser and their respective operations to be included in the Purchaser’s control set forth in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance debt commitment letter with GAAP and projected financial statements of respect to such debt financing to the Company for inclusion in any such document, extent the “Required Information”), and assisting in the preparation satisfaction of such documents (including conditions requires the preparation cooperation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to is within the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness control of the Company or its Subsidiaries whose terms require Subsidiaries, including using commercially reasonable efforts to cause officers of the Company to execute agreements, documents or permit it certificates reasonably requested by the Purchaser that facilitate the creation, perfection or enforcement of mortgages, liens, pledges, charges, encumbrances or other security interests securing such debt financing (including control agreements and perfection certificates) as are requested by the Purchaser or its Debt Financing Sources (provided that no action to evidence or perfect any security interest intended to secure such debt financing shall be declared due taken, and payableno obligation under any such agreement, document or provide that it becomes automatically due and payablecertificate shall be effective, prior to its stated maturity as a result of, or in connection with, until the Offer or the MergerClosing). The Company will hereby consents to the use of its reasonable best efforts to update the Required Information from time to time as may be necessary logos in connection with such debt financing; provided that such Required Information does logos are used solely in a manner that is not contain intended to or reasonably likely to harm or disparage the Company or any untrue statement of material fact its Subsidiaries or omit to state the reputation or goodwill of the Company or any material fact necessary in order to make the statements therein not misleadingof its Subsidiaries. (b) In no event Notwithstanding the foregoing, the Purchaser agrees that (i) the effectiveness of any definitive documentation executed by the Company shall be subject to the consummation of the Closing; (ii) this Section 7.07 will not require the Company or any of its Subsidiaries be required Affiliates to pay agree to any commitment contractual obligation relating to the financing that is not conditioned upon the Closing and that does not terminate without liability to the Company or similar fee any of its Affiliates upon the termination of this Agreement in accordance with its terms; (iii) on the Closing Date or incur any other liability following the termination of this Agreement, the Purchaser shall promptly reimburse the Company for all documented out-of-pocket third party costs incurred by the Company in connection with such cooperation; and (iv) the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub Purchaser shall indemnify and hold harmless the Company and Company, its Subsidiaries and its and their respective directors, officers, employees and agents from and against any and all losses or damages liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Financing and such debt financing or any information utilized assistance or activities provided in connection therewith; providedtherewith (other than arising from Fraud or misstatements or omissions in written historical information of the type prepared by the Company in the ordinary course of business that is provided by the Company specifically for use in connection with such debt financing). (c) Notwithstanding anything to the contrary in this Agreement, howeverthe Confidentiality Agreement or in any other agreement between the Company and the Purchaser (or its Affiliates), the Company agrees that the foregoing shall not apply Purchaser and its Affiliates may share non-public or confidential information regarding the Company and its businesses with its Debt Financing Sources, and that Purchaser, its Affiliates and such Debt Financing Sources may share such information with potential Debt Financing Sources in connection with any marketing efforts (including any syndication) in connection with any debt financing, provided that the recipients of such information agree to customary confidentiality arrangements for the benefit of the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in the Parent Circular, the Rights Offer Prospectus and any other prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in the Parent Circular, the Rights Offer Prospectus and any other prospectus, offering memorandum, rating agency presentations, bank book, information 50 memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence.

Assistance with Financing. (a) The Company acknowledges that the Purchaser may seek to obtain financing from time to time after the date of this Agreement, although the parties agree and acknowledge that the Purchaser’s receipt of any such financing shall not be a condition to the Purchaser’s obligation to consummate the Transactions. In order furtherance of such efforts, the Purchaser will need to assist Parent in any way necessaryprovide third parties, proper or advisable in connection with Parent’s arrangement including lenders from whom the Purchaser intends to obtain such financing (the “Financing Parties”) certain information (including financial statements and information) about the Company and the Company Subsidiaries (the “Company Information”). Upon the reasonable request of the FinancingPurchaser, the Company shallshall provide the Company Information to the Purchaser or a Financing Party upon the execution by such Financing Party of a confidentiality agreement, of scope and content reasonably acceptable to the Company. In addition, the Company shall provide reasonable cooperation, and shall cause each of its Subsidiaries toindependent accountants to cooperate, at as reasonably requested by the expense of ParentPurchaser, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing of, and the satisfaction, on a timely basis, negotiation of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information agreements with respect to the Company and its Subsidiaries (orto, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingfinancing. (b) In no event shall During the Pre-Closing Period, the Company or shall use commercially reasonable efforts, at the Purchaser’s sole expense, to provide, and shall cause its Subsidiaries be independent accountants to provide, the Purchaser with such information as the Purchaser may reasonably request (including Company Information and management representation letters required to pay for any commitment or similar fee or incur any other liability audit) in connection with with: (i) the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability completion of any officer private offering memorandums or executive of other disclosure documents, (ii) the Company Purchaser’s efforts to carry out their duties to cause the Company. ’s financial statements to be audited and to comply with Regulation S-X, and (ciii) Parent and Merger Sub shall indemnify and hold harmless the Company and Purchaser’s preparation of pro forma financial information for purposes of its Subsidiaries and its and their directorsreports, officersor other filings (including any registration statement, employees and agents from and against any and all losses amendment thereto, or damages suffered any prospectus or incurred by them in connection with the arrangement of the Financing and any information utilized prospectus supplement in connection therewith) in accordance with Securities Act or the Exchange Act; provided, however, that the foregoing Purchaser agrees and acknowledges that completion of such audit, compliance with Regulation S-X or preparation of such pro forma financial information shall not apply be a condition to its obligation to consummate the Closing (c) During the Pre-Closing Period, in the event the SEC has comments or questions on any of the Company’s financial information, the Company shall use commercially reasonable efforts to reasonably assist and cooperate, and shall cause its independent accountants to assist and cooperate, with the Purchaser, the Purchaser’s independent accountants and the SEC to resolve any such issues and questions regarding the Company Information and take such commercially reasonably actions with respect to such financial statements or information as are necessary for the Purchaser to satisfy its obligations under Regulation S-X. (d) During the Pre-Closing Period, the Company shall use commercially reasonable efforts to reasonably cooperate with the Purchaser’s reasonable requests in connection with the Purchaser’s compliance with applicable Laws with respect to the transactions hereunder, including: (i) providing access to its management upon reasonable prior notice during normal business hours to assist with SEC reporting obligations of the transactions hereunder, including the preparation by the Purchaser of pro forma financial statements and addressing purchase accounting issues; and (ii) allowing access to the Company’s independent accountants (including to the extent required by such accountants, consent to the release of their work papers to the Purchaser or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligencethe Purchaser’s independent accountants), and discussing with the Company’s independent accountants appropriate consents to fulfill the Purchaser’s reporting requirements, including financial statements and the notes thereto. (e) The parties agree and acknowledge that all actions taken by the Company shall be at the sole cost and expense of the Purchaser and the Purchaser shall, promptly upon written request by the Company, reimburse the Company for all costs reasonably incurred by the Company in connection with the actions taken by the Company pursuant to the terms of this Section 5.14.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement During the period commencing on the date hereof and continuing until the earlier of the Financingtermination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to and use its reasonable best effort to cause its and their respective Representatives to, at the expense of Parent’s sole expense, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request use reasonable best efforts to cooperate in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such reasonably requested by Parent (provided that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall is otherwise consistent with this Agreement and does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including: (i) subject to Section 6.8, participating, and causing the Company’s senior management, officers and advisers to participate, in each case at mutually agreeable times and places and with reasonable advance notice, in a reasonable number of calls and meetings in a reasonable location (including customary one-on-one meetings with the Financing Sources and such members of senior management designated by the Company), presentations, due diligence (including accounting due diligence) and presentations to prospective Financing Sources and investors, in each case in connection with all or any portion of the Financing; (ii) as promptly as practicable after request therefor, furnishing to Parent, Merger Sub and the Financing Sources, and their respective Representatives, financial and other pertinent information regarding the Company and its Subsidiaries as (A) may be reasonably requested by Parent, (B) is reasonably available to the Company at such time or that the Company has produced prior to the date hereof in the ordinary course of business (and in accordance with the timeframe in which such information has been produced) and (C) is customarily needed for financings of the type contemplated by the Financing Documents; provided that the Company shall have satisfied its obligations if the Company shall have used its reasonable efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided; provided further that nothing contained herein shall require the Company to furnish to Parent, any Financing Source or any other Person, any pro forma financial statement or any adjustments, assumptions, estimates, projections, forecasts or other information in connection with the preparation of any financial statements; (iii) assisting with the preparation of bank information memoranda, business projections, lender presentations and similar documents required in connection with the Financing, including execution and delivery of customary representation letters in connection with bank information memoranda authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding the Company or its Subsidiaries or otherwise materially impair their respective securities (which shall only be provided to prospective lenders pursuant to a customary confidentiality agreement); (iv) using reasonable best efforts to cooperate with and assist Parent or Merger Sub in obtaining consents to the ability use of legal opinions, hedging agreements, appraisals, surveys, engineering reports, title insurance and other documentation and items required by the Financing Sources or as are reasonably requested by Parent; (v) executing and delivering, as of the Effective Time, any definitive financing documents, including any credit agreements, guarantees, pledge agreements, security agreements, mortgages, deeds of trust and other security documents or other certificates, documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing (including a certificate of the chief financial officer or executive of the Company or any Subsidiary with respect to carry out solvency matters (or a solvency opinion with respect to such solvency matters) and consents of accountants for use of their duties reports in any materials relating to any Financing) as may be as may be reasonably determined by Parent to be necessary in order to consummate any Financing and otherwise reasonably facilitating the pledging of collateral (including cooperation in connection with the pay-off of existing Indebtedness and the release of related Liens); (vi) taking all actions reasonably necessary to permit the Financing Sources to conduct audit examinations, appraisals and other evaluations with respect to the Company’s and its Subsidiaries’ current assets Table of Contents and other collateral, and to evaluate its cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements; (vii) to the extent reasonably requested at least ten (10) Business Days prior to the Closing Date, providing all documentation and other information required by applicable “know your customer,” anti-money laundering, anti-terrorism, foreign corrupt practices and similar laws, rules and regulations of all applicable jurisdictions related to the Financing; and (viii) using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which the Company or any Subsidiary of the Company is a party to the extent required by the Financing Sources and to arrange discussions among Parent, Merger Sub and the Financing Sources with other parties to material leases, encumbrances and contracts to the extent required by the Financing Sources. (cb) The Company hereby consents to the reasonable use of its and its Subsidiaries’ logos in connection with the Financing, provided that such logos are used solely in a customary manner that is not intended nor reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. Parent shall, promptly upon written request by the Company, reimburse the Company for all reasonable and Merger Sub shall documented out-of-pocket expenses and costs incurred in connection with the Company’s, its Subsidiaries’ or its and their respective Representatives’ obligations under this Section 6.16 and indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents respective Representatives from and against against, and compensate and reimburse the Company and its Subsidiaries and its and their respective Representatives for, any and all losses liabilities, losses, damages, claims, costs or damages expenses suffered or incurred by any of them in connection with the Financing, the arrangement of the Financing Financing, the performance of any of their obligations under this Section 6.16 and any information utilized in connection therewithwith the Financing (other than losses, damages, claims, costs or expenses resulting from (A) any inaccurate or misleading financial information relating to the Company and its Subsidiaries provided by the Company in writing specifically for use in connection with the Financing and (B) the fraud, bad faith or willful material breach by the Company or any of its Subsidiaries of its obligations under this Section 6.16). (c) Notwithstanding anything in this Agreement to the contrary, including this Section 6.16, (i) neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 6.16 that would unreasonably interfere with the ongoing operations of the Company or its Subsidiaries; (ii) prior to the Effective Time, neither the Company nor any of its Subsidiaries shall be required to waive or amend any terms of this Agreement or pay any commitment or other similar fee or incur or assume any other liability or obligation in connection with the Financing; (iii) prior to the Effective Time, none of the Company, its Subsidiaries or their respective Representatives shall be required to authorize, execute or enter into or perform any agreement with respect to any Financing; (iv) neither the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action that would (A) contravene any applicable Law or the Company’s or any of its Subsidiaries’ Constitutional Documents or require the Company or any of its Subsidiaries to disclose information subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the foregoing Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not apply result in a loss of any such attorney-client, attorney work product or other legal privilege), (B) cause any covenant, representation or warranty in this Agreement to be breached by the Company or any of its Subsidiaries or (C) cause any Representative of the Company or any of its Subsidiaries to incur or potentially incur any personal liability; (v) neither the Company nor any of its Subsidiaries shall be required to deliver or cause to be delivered any financial information in a form not customarily prepared by the Company or with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request (or ninety (90) days in the case of a fiscal year-end); and (vi) neither the Company nor any of its Subsidiaries nor any Persons who are directors or officers of the Company or any of its Subsidiaries shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or deliver any certificate, document, instrument or agreement in connection with the Financing that is effective prior to the Table of Contents Closing or agree to any change or modification of any existing certificate, document, instrument or agreement in connection with the Financing that is effective prior to the Closing (provided, that in no event shall this Section 6.16 require the Company or any of its Subsidiaries to cause any officer or director of the Company or of its Subsidiaries that is not continuing in such capacity after the Closing to execute any certificate, document, instrument or agreement). (d) Notwithstanding anything to the contrary herein, it is understood and agreed that the condition precedent set forth in Section 7.2(b), as applied to the Company’s obligations under this Section 6.16, shall be deemed to be satisfied unless the Company or any of its Subsidiaries’ or other Representatives’ willful misconduct or gross negligenceSubsidiaries has willfully and materially breached its obligations under this Section 6.16.

Assistance with Financing. (a) In order From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Article XI, subject to assist Parent the limitations set forth in any way necessarythis Section 6.16, proper or advisable and unless otherwise agreed by Buyer, the Company will use commercially reasonable efforts to cooperate with Buyer as reasonably requested by Buyer in connection with ParentBuyer’s arrangement of the Financing, ; provided that nothing herein shall require such cooperation to the extent it would interfere in any material respect with the business or operations of the Company shall, and shall cause each or any of its Subsidiaries to, at the expense of Parent, provide such assistance and Subsidiaries. Such cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, will include (i) subject to the remaining provisions of this Section 6.16, making appropriate executive officers available for participation in a reasonable number of meetings, lender meetings, due diligence sessions and road shows at mutually agreeable times and upon reasonable notice, (ii) assistance in the preparation of offering memoranda, lender presentations, private placement memoranda, prospectuses and similar documents and the execution and delivery of any definitive financing documents as may be reasonably requested by Buyer or any prospective lender to Buyer; provided that any private placement memoranda, lender meetings, prospectuses and similar documents shall contain disclosures and financial statements reflecting the Company’s financial position after giving effect to the transactions contemplated by this Agreement, (iii) furnishing to Parent Buyer and its Representatives, to the extent reasonably available, pertinent information financing sources with copies of such financial and operating data with respect to the Company and its Subsidiaries (or, which is prepared by the Company in the ordinary course of business and is customarily required for completion of debt financings similar to the extent required and reasonably available Financing; provided that, notwithstanding anything in this Agreement to itthe contrary, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company shall not be required to deliver or cause the delivery of any legal opinions or accountants’ cold comfort letters or reliance letters (but excluding customary authorization letters) or any certificate as to solvency or any other certificate necessary for inclusion the Financing; provided, further, that nothing in this Agreement shall require the Company to cause the delivery of (x) any financial information in a form not customarily prepared by the Company with respect to such document, period or (y) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty five (45) days prior to the “Required Information”), and assisting date of such request (or ninety (90) days in the preparation case of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financingfiscal year end), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it obtaining customary pay-off letters, lien terminations, title transfers, and instruments of discharge or transfer relating to any indebtedness assets to be delivered at the Closing Date; (v) ensuring that there are no competing issuances of debt securities or syndicated credit facilities of the Company or its Subsidiaries whose terms require being offered, placed or permit it to be declared due arranged between the execution of this Agreement and payablethe Closing Date (other than the Financing); (vi) assisting reasonably in the preparation of one or more credit or other agreements, as well as any pledge and security documents, and other definitive financing documents, collateral filings or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, other certificates or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time documents as may be reasonably requested by Buyer or Merger Sub and otherwise reasonably facilitating the pledging of collateral; (vii) subject to the immediately following sentence, executing and delivering any necessary and customary pledge and security documents, guarantees, mortgages, collateral filings, other definitive financing documents (including one or more credit agreements, note purchase agreements, indentures and/or other instruments) in connection with such Financing or other certificates or documents as may reasonably be requested by Buyer or Merger Sub and reasonably facilitating the taking of all corporate actions by the Company and its Subsidiaries with respect to entering such definitive financing documents and otherwise necessary to permit consummation of the Financing; and (viii) at least five (5) Business Days prior to Closing, providing all documentation and other information about the Company and its Subsidiaries that is reasonably requested by the Financing Sources and the Financing Sources that they reasonably determine is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, to the extent requested by Buyer or Merger Sub in writing at least ten (10) Business Days prior to Closing. Buyer agrees that the execution by the Company or any of its Subsidiaries of any documents (other than customary authorization letters) in connection with the financing for the transactions contemplated by this Agreement shall be subject to the consummation of the transactions contemplated hereby at the Closing and such Required Information does documents will not contain any untrue statement of material fact take effect until the Closing. Notwithstanding anything in this Section 6.16 or omit elsewhere in this Agreement to state any material fact necessary the contrary, in order to make the statements therein not misleading. (b) In no event shall the Company or any of its Subsidiaries be required to bear any cost or expense, pay any commitment or similar fee or incur any other liability or make any commitment or agreement effective in connection with the Financing prior to the Effective Time. The requested cooperation Closing. (b) Buyer shall not unreasonably interfere with the ongoing operations of promptly upon any request by the Company reimburse the Company for all fees, costs and expenses (including fees and expenses of counsel) incurred by the Company or any of its Subsidiaries or otherwise materially impair the ability any of any officer or executive of the Company to carry out their duties to the Company. (c) Parent respective Representatives in connection with their compliance with this Section 6.16 and Merger Sub shall indemnify and hold harmless the Company Company, its Subsidiaries, their respective current and its Subsidiaries and its and their former managers, directors, officers, officers and employees and agents each of their respective Representatives from and against any and all losses losses, damages, claims, costs or damages expenses suffered or incurred by any of them in connection with the arrangement of the Financing and any information utilized used in connection therewith; provided, however, that except for any of the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ extent the same is the result of gross negligence, willful misconduct or gross negligenceIntentional Fraud committed by or on behalf of the Company, its Subsidiaries or their respective Representatives in connection with the arrangement of the Financing and any information provided for or used in connection therewith (other than information provided by the Company, its Subsidiaries, and their respective Representatives).

Assistance with Financing. (a) In order From the date of this Agreement until the earlier of (x) the termination of this Agreement in accordance with its terms and (y) the Closing, Seller shall use and provide commercially reasonable efforts to assist Parent in any way necessary, proper or advisable in connection cooperate with Parent’s arrangement of the Financing, the Company shall, Buyer as reasonably and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request timely requested by Buyer in connection with the arrangement and consummation of the Financing and the satisfactionFinancing, on a timely basis, of all conditions applicable including to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing assign appropriate members of Company management as requested by Buyer (as part of their employment duties) to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included participate in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings requested meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with prospective investors or lendersrating agencies in connection with the Financing, (ii) requesting its in each case, upon reasonable notice, assisting Buyer in securing the customary cooperation of the independent accountants of Seller and the Company, including by requesting that such independent accountants provide, and using commercially reasonable efforts to provide reasonable assistance cause them to Parent or Merger Sub consistent with their provide, customary practice comfort letters (including to provide consent to Parent or Merger Sub to prepare “negative assurance” comfort) and consents for use of their audit reports relating to the Company and any necessary “comfort letters” in each case reports, on customary terms and consistent with their customary practice in connection with such offering, and providing cooperation with the underwriters’, placement agents’ and initial purchasers’ due diligence, (ii) assist with the provision of information used in Buyer’s preparation of (A) materials for investor presentations including projections for the Company, (B) registration statements (including the S-1 registration statement related to the Financing), prospectuses, offering memoranda and private placement memoranda, (C) bank information memoranda (including a public-side version thereof) and customary lender presentations and marketing materials and (D) similar documents, in each case as necessary and customary in connection with the Financing (including the Required Information), (iii) providing reasonable cooperation with prospective investorsprovide customary authorization and representation letters, arrangers and lenders and their respective advisors in performing their due diligence and each case as reasonably requested by the Financing Sources, (iv) providing provide the lead arrangers or agents for, and prospective lenders, underwriters, placement agents and initial purchasers of, the Financing with all documentation and other information required with respect to Seller in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, Title III of Pub. L. 107-56, in each case to the extent reasonably requested by the Financing Sources and (v) cooperate with the Financing Sources’ due diligence; provided, however, all non-public or otherwise confidential information reasonably available regarding Seller obtained by Buyer pursuant to it relating this Section 4.05(a) shall be kept confidential in accordance with the Confidentiality Agreement, and Seller shall only be required to furnish such information to any indebtedness prospective lenders or other proposed Financing Sources, underwriters, placement agents, initial purchasers or other third parties that have agreed to keep such information confidential pursuant to customary confidentiality undertakings with respect to such information; and provided further that nothing in this Agreement shall require any cooperation to the extent it would (1) require Seller or its board of directors to waive or amend any terms of this Agreement or agree to pay any commitment, financing or other fees or reimburse any expenses prior to the Closing; (2) require Seller to take any action that (A) would cause any representation or warranty in this Agreement to be breached by Seller, or (B) would conflict with or violate any applicable Laws; (3) unreasonably interfere with the operations of the Company, or (4) require Seller or the Company or its Subsidiaries whose terms require their respective directors, officers or permit it employees to be declared due and payableexecute, deliver or enter into, or provide perform any agreement, document or instrument, including any definitive financing document, with respect to any Financing or adopt resolutions approving the agreements, documents and/or instruments pursuant to which any Financing is obtained or pledge any collateral with respect to any Financing, that it becomes automatically due is not contingent upon the Closing. Buyer shall, promptly upon written request by Seller, reimburse Seller for its reasonable and payable, prior to its stated maturity as a result documented out-of, -pocket expenses incurred by or in connection with, the Offer on behalf of Seller or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to performance of the Effective Time. The requested cooperation obligations described in this subsection (a), and except in the case of Fraud by Seller or its Representatives, Buyer shall not unreasonably interfere with the ongoing operations of indemnify, defend and hold harmless Seller and the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties Representatives, to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directorsfullest extent permitted by applicable law, officers, employees and agents from and against any liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and all losses or damages penalties (including consultant’s, accountant’s and attorney’s fees) suffered or incurred by them in connection with the arrangement of the Financing and or any information utilized used in connection therewith; provided, however, that . The obligations in the foregoing two preceding sentences shall not apply survive termination of this Agreement. (b) Seller hereby consents to the Company’s use of its logos in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Seller or the reputation or goodwill of Seller. (c) Xxxxx acknowledges and agrees that obtaining the financing contemplated by this Section 4.05, or any other financing, is not a condition to the Closing, and affirms its Subsidiaries’ or other Representatives’ willful misconduct or gross negligenceobligations to consummate the Contemplated Transactions (subject to the conditions contained in this Agreement) irrespective and independently of the availability of any such financing.

Assistance with Financing. (a) In order to assist Parent in any way necessaryAt Purchaser’s sole expense, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shallSeller shall provide, and shall use its commercially reasonable efforts to cause each its Affiliates and its and its Affiliates’ Representatives to provide, Purchaser such cooperation as may be reasonably requested by Purchaser with respect to the Debt Financing; provided, that such requested cooperation does not materially and adversely interfere with operations of Seller and the Assets and that any information requested by Purchaser is reasonably available to Seller or any of its Subsidiaries to, at Affiliates or its or their Representatives. Such cooperation shall include using commercially reasonable efforts (i) to assist Purchaser in reviewing the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request disclosure schedules prepared by Purchaser related to the Purchased Assets in connection with the arrangement Debt Financing and (ii) to facilitate Purchaser’s preparation of the Financing documentation necessary to pledge and mortgage the satisfactionAssets that will be collateral under the Debt Financing; provided that Seller’s obligations under the foregoing clauses (i) and (ii) shall be limited to providing information and data in its current format in Seller’s records and not require that Seller generate new reports regarding the Assets. Notwithstanding anything to the contrary in this Section 4.3, on a timely basisno action shall be required of Seller or its Affiliates pursuant to this Section 4.3, if any such action would: (A) unreasonably disrupt or interfere with the business or ongoing operations of all conditions applicable Seller, its Affiliates or the Assets; (B) cause any representation or warranty or covenant contained in this Agreement to Parent and Merger Sub be breached, or require Seller to waive or amend any terms of this Agreement; (C) involve the entry by Seller or its Affiliates into any agreement with respect to any financing arrangement that is operative prior to the Closing; (D) conflict with or violate any law or subject Seller or its Affiliates to any liability; (E) require Seller or its Affiliates or any of its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants Representatives to provide reasonable assistance (or to Parent have provided on its behalf) any certificates or Merger Sub consistent with their customary practice legal opinions; (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iiiF) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company require Seller or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required Affiliates to pay any commitment or similar other fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall Closing Date for which it has not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. received prior reimbursement; (cG) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s require Seller or its Subsidiaries’ Affiliates or other Representatives’ willful misconduct their respective representatives to prepare pro forma financial information or gross negligenceprojections; or (H) cause any director, officer, or employee of Seller or its Affiliates to execute any agreement or certificate in his or her individual, rather than official, capacity.

Assistance with Financing. Prior to the Closing and provided that it shall not unreasonably interfere with the day-to-day job responsibilities or fiscal year end duties of the Companies’ employees, Seller will (and will cause each of the Companies and its and their Representatives to) use commercially reasonable efforts to cooperate with Buyer’s efforts to secure any debt financing, at Buyer’s sole cost and expense, as may be reasonably requested by Buyer; including (a) In order to assist Parent participation on a timely basis in meetings, drafting sessions and due diligence, lender, investor, rating agency and other presentations, (b) furnishing Buyer and its financing sources with, as soon as such financial statements and other information becomes available, all financial statements, financial and operating information regarding the Companies, the Business and the Assets as may be reasonably requested by Buyer or any way necessary, proper or advisable proposed financing source in connection with Parent’s arrangement of the Financingsuch debt financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub (c) assisting Buyer and their Affiliates may reasonably request financing sources in (i) the timely preparation of offering documents, private placement memoranda, bank information memoranda and similar documents in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation portion of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lendersdebt financing, (ii) requesting the timely preparation of materials for due diligence, lender, investor, rating agency and other presentations, and (iii) the compliance with the reasonable requirements of rating agencies, (d) cooperating with the marketing efforts of Buyer its independent accountants financing sources for any portion of such debt financing, (e) facilitating the pledging of collateral, including cooperating with Buyer’s efforts to provide reasonable assistance obtain appraisals, financial analyses, surveys, environmental assessments, third party consents and estoppels, mortgage financeability and title insurance, (f) cooperating with the efforts of Buyer its financing sources to Parent ensure that any syndication efforts benefit from the existing lending and investment banking relationships of the Companies, (g) taking such actions reasonably requested by Buyer or Merger Sub consistent any such financing source to satisfy any requirements necessary to consummate such debt financing and otherwise assisting and cooperating with their customary practice the satisfaction of the conditions to such debt financing, (including h) entering into one or more credit or other financing-related agreements and executing any certificates or other documents on terms satisfactory to provide consent to Parent Buyer on behalf of Buyer or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice Companies in connection with such debt financing (so long as such documents would not have any effect in the Financing), (iiiabsence of a Closing) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (ivi) providing taking all required information reasonably available corporate actions, subject to it relating to any indebtedness the occurrence of the Company Closing, reasonably requested by Buyer to permit the consummation of such debt financing and the direct borrowing or its Subsidiaries whose terms require or permit it to be declared due and payableincurrence of all of the proceeds of such debt financing at the Closing; provided, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does Seller shall not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing such debt financing prior to the Effective TimeClosing Date. The requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub Buyer shall indemnify and hold harmless Seller, the Company and its Subsidiaries and its Companies and their directors, officers, employees and agents respective Representatives from and against any and all losses losses, damages, claims and reasonable out-of-pocket costs or damages expenses suffered or incurred by any of them in connection with the arrangement of the Financing Buyer’s financing and any information utilized in connection therewith. Seller hereby consents to use of the Companies’ logos in connection with such financing; provided, howeverthat such logos are used solely in a manner that is not intended or reasonably likely to harm or disparage the Companies, or their reputation, goodwill or marks. Buyer agrees that any requests made hereunder from the foregoing shall not apply date of execution of this Agreement to the CompanyClosing Date shall be made directly to Seller to the attention of Cxxxxxx Xxxx, Seller’s Controller, Telephone: (000) 000-0000, Facsimile: (000) 000-0000, e-mail: cxxxx@xxxxxxxxxxxxxx.xxx, or, in the absence or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligenceunavailability of Mx. Xxxx, Xxxx Woefler, Telephone: (000) 000-0000, Facsimile: (000) 000-0000, e-mail: txxxxxxx@xxxxxxxxxxxxxx.xxx.

Assistance with Financing. (a) In order Parent shall use its reasonable best efforts to assist obtain the Financing on the terms and conditions described in the Financing Commitments (provided that Parent and Merger Sub may replace or amend the Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitments as of the date hereof, so long as any such amendment or replacement does not adversely affect the ability of Parent to consummate the transactions contemplated by this Agreement without unreasonable delay) including using its reasonable best efforts to (i) negotiate the Financing Agreements on the terms and conditions contained in the Financing Commitments and (ii) reasonably satisfy on a timely basis all conditions applicable to Parent in the Financing Agreements. If any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Financing Commitments, Parent shall promptly notify the Company and shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources; provided, that Parent shall not be required to obtain the Financing, giving effect to the portion obtained from alternative sources, (i) on terms, which are, taken as a whole, materially less advantageous to Parent or (ii) on economic terms less advantageous to Parent in any way necessaryevent, proper or advisable in connection with Parent’s arrangement each case, than those of the Financing, Financing contemplated by the Financing Commitments (taking into account any market flex provisions thereof). (b) The Company shall, and shall cause each of its Subsidiaries and its and their representatives to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request cooperate in connection with the arrangement of the Financing as may be requested by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries). Such cooperation by the satisfactionCompany shall include, on a timely basis, at the reasonable request of all conditions applicable to Parent and Merger Sub if reasonably necessary to obtain the Financing or obtain any portion thereof from alternative sources pursuant to subsection (or its or their Affiliatesa) in any definitive documents relating thereto includingabove, (i) furnishing agreeing to Parent enter into such agreements, and its Representativesto use reasonable best efforts to deliver such officer's certificates and opinions, as are customary in financings of such type and as are, in the good faith determination of the persons executing such officer's certificates or opinions, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the extent Company's assets pursuant to such agreements as may be reasonably available, pertinent information with respect to the Company and its Subsidiaries requested (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements provided that no obligation of the Company for inclusion in under any such documentagreement, pledge or grant shall be effective until the “Required Information”Effective Time), (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, "road shows" and assisting sessions with rating agencies, (iii) using commercially reasonable efforts to prepare or participate in the preparation of such documents (including the preparation of any pro forma business projections and financial information required to be included statements for inclusion in any such document) offering memoranda, private placement memoranda, prospectuses and cooperating with and attending a reasonable number of meetings with prospective investors or lenderssimilar documents, (iiiv) requesting instructing its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “"comfort letters” in each case on customary terms and consistent with their customary practice " in connection with the Financing), ) and (iiiv) providing reasonable cooperation to the lenders specified in the Financing Commitments financial and other information in the Company's possession with prospective investorsrespect to the Merger, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably making the Company's senior officers available to it relating to any indebtedness assist the lenders specified in the Financing Commitments and otherwise reasonably cooperating in connection with the consummation of the Financing; provided, however, that none of the Company or any of its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or other similar fee or incur any other liability cost or expense that is not simultaneously reimbursed by Parent in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with Parent shall, promptly upon request by the ongoing operations of Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or any of its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent in connection with such cooperation and Merger Sub shall indemnify and hold harmless the Company and Company, its Subsidiaries and its and their directors, officers, employees and agents from respective representatives for and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith; provided, however, that therewith (other than information provided by the foregoing shall not apply to the Company’s Company or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence).

Assistance with Financing. Prior to the Closing, the Sellers shall cause the Companies to provide to Buyer, and shall use their commercially reasonable best efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Companies to, provide to Buyer all cooperation reasonably requested by Buyer that is necessary in connection with Buyer and its Affiliates obtaining the debt financing necessary to finance a portion of the proceeds to be used for the transactions contemplated by this Agreement (the “Debt Financing”), including using commercially reasonable best efforts to (a) In order participate in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (b) provide assistance in preparation of confidential information memoranda (including execution and delivery of a customary representation letter) and other materials to assist Parent in any way necessary, proper or advisable be used in connection with Parent’s arrangement obtaining the Debt Financing and all information (including financial information) customarily contained therein, (c) provide assistance in the preparation for, and participate in, meetings, due diligence sessions and similar presentations to and with, among others, prospective lenders, investors and rating agencies, (d) enter into a loan agreement and related documents (including pledge and security documents), (e) execute and deliver customary certificates, legal opinions or other documents reasonably requested by Buyer (including a certificate of the Financingchief financial officer of the Companies with respect to solvency matters) and otherwise reasonably facilitate the pledging of collateral contemplated by the Debt Financing (including taking all actions reasonably necessary to (i) permit the prospective lenders involved in the Debt Financing to evaluate the Companies’ current assets, cash management and accounting systems, policies and procedures relating thereto for the Company shall, purpose of establishing collateral arrangements and shall cause each of its Subsidiaries to, at to conduct the expense of Parent, provide such assistance appraisals and cooperation field examinations relating thereto as Parent, Merger Sub contemplated by the Debt Financing and their Affiliates may reasonably request (ii) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the arrangement foregoing) and (f) provide the financial and other information necessary for the satisfaction of the Financing obligations and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting set forth in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports agreements relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with Debt Financing within the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all time periods required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary thereby in order to make the statements therein not misleading. (b) In no event shall the Company permit a Closing Date on or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewithTermination Date; provided, however, that the foregoing nothing herein shall not apply require such cooperation to the Company’s extent it would interfere unreasonably with the business or its Subsidiaries’ operations of the Companies. If this Agreement is terminated pursuant to Section 7.1(a) or other Representatives’ willful misconduct or gross negligence7.1(b)(ii) (but with respect to Section 7.1(b)(ii) only for a deliberate breach by Buyer), Buyer shall, promptly upon request by the Sellers reimburse the Companies for all reasonable and documented out-of-pocket costs incurred by the Companies in connection with such cooperation.

Assistance with Financing. Xxxxxxx agrees to provide reasonable co-operation and assistance (aand cause the Pushpay Group and its Representatives to provide co-operation and assistance) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request Bidder in connection with the arrangement or syndication or provision of any debt or equity financing by any Bidder Group member for the Financing purposes of funding the Consideration as may be reasonably requested by the Bidder, including: (a) facilitating liaison between the Bidder and Xxxxxxx’s existing financiers, as may be reasonably requested by the Bidder, including for the purposes of Pushpay notifying and discussing change of control procedures and/or managing the repayment and/or continuation of those counterparties on or after the Implementation Date and the satisfactionefficient termination and/or continuation of their existing financing arrangements with Pushpay with effect from that time; (b) providing the Bidder within a reasonable timeframe (including providing any consent required under the Confidentiality Agreements to such disclosure, subject to such financiers entering into confidentiality arrangements which are reasonably required by Pushpay) with financial and other relevant information regarding the Pushpay Group, as may be reasonably requested by the Bidder; (c) making available (on a timely an in-person or remote basis, as is convenient for the executive) senior executives of Pushpay to meet with potential financiers (at convenient times), as may be reasonably requested by the Bidder; (d) obtaining documents reasonably requested by the Bidder or the Debt Financing Sources, including executing and delivering any customary prepayment/cancellation notices and any other similar customary documentation reasonably requested by the Bidder or the Debt Financing Sources, in each case that are subject to the Scheme becoming Effective, relating to the repayment of Pushpay’s existing indebtedness identified by the Bidder, and the release on the Implementation Date of all conditions applicable to Parent and Merger Sub related Encumbrances; (or its or their Affiliatese) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information solely with respect to the Company Pushpay Group, using reasonable endeavours to facilitate the pledging of, granting a security interest in and its Subsidiaries (orobtaining perfection of any Encumbrances on, collateral to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”)take effect on, and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations implementation of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewithScheme; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence.and

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company GB Ltd. shall, and shall cause each of its Subsidiaries the other Asset Sellers and the Acquired Companies to, at the expense of Parent, provide such assistance and commercially reasonable cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfactionDebt Financing, on a timely basisas may be reasonably requested by Buyer, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, including (i) furnishing providing to Parent Buyer and its Representativesthe Debt Financing Sources from time to time information regarding the AS&O Business reasonably requested by them (including, without regard to whether the extent reasonably availableprovision of such information requires more than commercially reasonable cooperation, pertinent the financial information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNLdescribed in condition 8(b) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of Exhibit C of the Company for inclusion in any such document, the “Required Information”Debt Commitment Letter), and assisting (ii) participating in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent lenders and sessions with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice rating agencies in connection with the Debt Financing), including reasonable direct contact between senior management and representatives (including accounting personnel) of the AS&O Business, on the one hand, and the Debt Financing Sources, potential lenders and investors for the Debt Financing, on the other hand, (iii) providing reasonable cooperation reasonably assisting with prospective investorsthe preparation of materials for rating agency presentations, arrangers bank information memoranda and lenders other syndication documents (including public and their respective advisors in performing their due diligence private information memoranda and (iv) providing all lender presentations), business projections and similar documents required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Debt Financing; (iv) providing, without regard to whether the provision of such information requires more than commercially reasonable cooperation, all documentation and other information reasonably and customarily required by Debt Financing Sources for compliance with applicable “know your customer” and anti-money laundering rules and regulations, including U.S.A. Patriot Act of 2001 that has been reasonably requested by Buyer or any of the Debt Financing Sources at least nine (9) Business Days prior to the Effective Time. The Closing Date, (v) executing customary authorization letters in connection with the Debt Financing, and (vi) reasonably assisting with the preparation and delivery of, and executing and delivering, as of the Closing, any pledge and security documents, including, in each case, the schedules thereto, or other certificates or documents contemplated by the Debt Commitment Letter as may be reasonably requested by Buyer (including a certificate of the chief financial officer of the Acquired Companies with respect to solvency matters and otherwise reasonably facilitating the pledging of collateral); provided that, except as set forth in clauses (i) and (iv), (a) such requested cooperation shall not unreasonably interfere with the ongoing operations of GB Ltd., the Company other Asset Sellers and its Subsidiaries or otherwise materially impair the ability of Acquired Companies; (b) GB Ltd., the other Asset Sellers and the Acquired Companies shall not be required to provide any officer or executive audited “carve-out” financial statements of the Company to carry out their duties to the Company. AS&O Business; (c) Parent subject to the penultimate sentence of this Section 5.5, GB Ltd., the other Asset Sellers and Merger Sub the Acquired Companies shall not be required to provide any updates to the Financial Information; (d) except as set forth in clause (v), GB Ltd., the other Asset Sellers and the Acquired Companies shall not be required to authorize or execute any definitive documentation or any other agreement, certificate or instrument related to the Debt Financing the effectiveness of which is not contingent on the occurrence of the Closing Date; and (e) GB Ltd., other Asset Sellers and the Acquired Companies shall not be required to adopt any resolutions or take similar action approving the Debt Financing that are not contingent on the occurrence of the Closing Date. Buyer shall, promptly upon request by GB Ltd., reimburse GB Ltd. for all reasonable and documented out-of-pocket costs incurred by GB Ltd. or any of its Affiliates in connection with such cooperation. Buyer shall indemnify and hold harmless the Company GB Ltd. and its Subsidiaries and its and their directors, officers, employees and agents Affiliates from and against any and all losses or damages Damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; providedtherewith (other than information furnished in writing by or on behalf of GB Ltd., howeverthe other Asset Sellers or the Acquired Companies). If at any time prior to the earlier of (i) the Closing Date and (ii) the completion of the Debt Financing any information in any documentation is discovered by GB Ltd., the other Asset Sellers or the Acquired Companies that should be set forth in an amendment or supplement to documentation relating to the foregoing Debt Financing, so that such documentation shall not apply contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of circumstances under which they are made, not misleading, then GB Ltd. shall promptly notify Buyer, and an appropriate amendment or supplement describing such information shall be disseminated by or on behalf of the GB Ltd. to Buyer for distribution to the Company’s Debt Financing Sources. GB Ltd. hereby consents to the use of its and its Affiliates’ logos in connection with the Debt Financing; provided that such logos are used in a manner that is not intended to harm or disparage the GB Ltd. and its Subsidiaries’ or Affiliates and on such other Representatives’ willful misconduct or gross negligencecustomary terms and conditions as the GB Ltd. may reasonably impose.

Assistance with Financing. (a) In order Prior to assist Parent in any way necessarythe Closing, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shallSeller shall use commercially reasonable efforts to provide, and shall cause each Acquired Company, and shall use commercially reasonable efforts to cause each Representative of its Subsidiaries toSeller and each Acquired Company, at the expense of Parentto use commercially reasonable efforts to provide, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and financing contemplated by the satisfactionDebt Commitment Letter (including any Alternative Financing) as may be reasonably requested by Buyer, including using commercially reasonable efforts with respect to (a) participation on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) basis in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lendersand due diligence, lender, investor, rating agency and other presentations, (iib) requesting furnishing Buyer and its independent accountants financing sources with (x) the historical financial statements regarding the Business necessary to provide satisfy the conditions set forth in paragraph 5 of Annex II of the Debt Commitment Letter (or the analogous provision in any Alternative Financing), and (y) such other pertinent financial and other information as Buyer or its financing sources shall reasonably request in order to consummate the Debt Financing or as is customary for the arrangement of loans contemplated by the Debt Financing, (c) reasonably assisting the Buyer and its financing sources in (1) the preparation of offering documents, private placement memoranda, bank information memoranda and similar documents in connection with any portion of such financing, (2) the preparation of materials for due diligence, lender, investor, rating agency and other presentations, and (3) the compliance with the reasonable assistance requirements of rating agencies, (d) reasonably cooperating with the marketing efforts of Buyer and its financing sources for any portion of such financing, (e) reasonably facilitating the pledging of collateral (subject to Parent the occurrence of the Closing), including cooperating with the efforts of Buyer to obtain appraisals, financial analyses, surveys, environmental assessments, third party consents and estoppels, mortgage financeability and title insurance, (f) reasonably cooperating with the efforts of Buyer and its financing sources to ensure that any syndication efforts benefit from the existing lending and investment banking relationships of the Acquired Companies, (g) taking such actions reasonably requested by Buyer or Merger Sub consistent any such financing source to satisfy any requirements necessary to consummate such financing and otherwise reasonably assisting and cooperating with their the satisfaction of the conditions to such financing, (h) entering into one or more credit or other financing-related agreements and executing any certificates or other documents on terms satisfactory to Buyer on behalf of Buyer or an Acquired Company in connection with such financing (so long as such documents would not have any effect in the absence of a Closing), (i) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Buyer to permit the consummation of such financing and the direct borrowing or incurrence of all of the proceeds of such financing at the Closing, (j) obtaining releases (together with customary practice release letters and certifications), of existing Liens, guarantees and obligations with respect to Indebtedness; provided that any releases of Liens, guarantees and Indebtedness contained in all such agreements and documents shall be subject to the occurrence of the Closing, (k) providing customary authorization letters with respect to the bank information memoranda, and (l) furnishing all documentation and other information required by a Governmental Entity under applicable “know your customer” and anti-money laundering rules and regulations, including to provide consent to Parent or Merger Sub to prepare and use their audit reports the USA Patriot Act of 2001, but, in each case, solely as relating to the Company Acquired Companies and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), that has been reasonably requested not less than five (iii5) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, days prior to its stated maturity as a result ofthe Closing; provided, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does (x) Seller shall not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee in connection with such financing and (y) no Acquired Company shall be required to pay any commitment or similar fee in connection with such financing prior to the Closing. The Seller hereby consents to use of each Acquired Company’s logos in connection with such financing; provided, that such logos are used solely in a manner that is not intended or reasonably likely to harm or disparage such Acquired Company, or its reputation, goodwill or marks. (b) Notwithstanding anything to the contrary in this Agreement, none of Seller, the Acquired Companies or any Representative of any of the foregoing, shall be required to (i) provide or prepare pro forma financial information unless (A) Buyer provides such Person with information reasonably requested by such Person that is necessary to prepare such pro forma information and (B) such pro forma information is otherwise unavailable to the Buyer (in which case Seller shall use commercially reasonable efforts to provide such pro forma information), (ii) pay any commitment or other similar fee, (iii) provide Regulation S-X compliant financial statements, (iv) approve any document or other matter related to the Financing or incur any other liability of any kind (or cause their Representatives to incur any liability of any kind) prior to the Closing, (v) enter into any agreement or commitment in connection with the Debt Financing (or any Alternative Financing) which would be effective prior to the Effective Time. The requested cooperation shall not Closing or provide any certification or opinion of Seller or any Acquired Company (other than customary authorization letters referred to in 5.2(a)(k)), (vi) provide any certificate, comfort letter or opinion of any of its Representatives (other than customary authorization letters referred to in Section 5.2(a)(k)), (vii) provide access to or disclose any information to Buyer or its Representatives to the extent such disclosure would jeopardize the attorney-client privilege, attorney work product protections or similar protections or violate any applicable Law or (viii) take any action that would (A) unreasonably interfere with the ongoing day-to-day operations of Seller or the Company and its Subsidiaries Acquired Companies, (B) cause any representation, warranty or otherwise materially impair the ability of covenant in this Agreement or any Ancillary Document to be breached, (C) cause any director, manager, officer or executive employee of the Seller or any Acquired Company to carry out their duties to the Company. incur any personal liability, (cD) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against conflict with any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence.Law,

Assistance with Financing. (a) In order The Company acknowledges that Parent will need to assist Parent in provide the Lender, any way necessaryalternate lender or investor, proper or advisable and their representatives (the “Financing Parties”), the information which is customary and requested by the Financing Parties in connection with the Financing (the “Company Information”), including, without limitation, the following: (i) as promptly as practicable all historical financial and other pertinent historical information regarding the Company as may be reasonably requested in writing by Parent in connection with the financing contemplated by the Financing and (ii) furnishing all financial statements expressly required by the Financing Commitment Letter within the time periods specified therein. Upon the reasonable request of Parent’s arrangement of the Financing, the Company shallshall provide the Company Information to Parent or a Financing Party upon such Financing Party’s customary undertaking of confidentiality. In addition, the Company shall provide reasonable cooperation, and shall cause each of its Subsidiaries toindependent accountants to cooperate, at the expense of as reasonably requested by Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing of, and the satisfactionnegotiation of agreements with respect to, on a timely basisthe Financing. (b) From the date hereof through the Closing Date, of all conditions applicable the Company shall use its reasonable best efforts, at Parent’s sole expense, to provide, and shall cause its independent accountants to provide, Parent with such information as Parent may reasonably request (including Company Information and Merger Sub (management representation letters required for any audit and accountants comfort letters required in connection with debt or its or their Affiliatesequity offerings) in any definitive documents relating thereto including, connection with: (i) furnishing the completion of any private offering memorandums or other disclosure documents, (ii) Parent’s efforts to Parent and its Representatives, to cause the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical Company’s financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included described in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), clause (iii) providing reasonable cooperation to comply with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence Regulation S-X and (iviii) providing all required Parent’s preparation of pro forma financial information reasonably available to it relating to for purposes of its reports, or other filings (including the Form S-4 Registration Statement, the Proxy Statement/Prospectus or any indebtedness other registration statement, any amendments thereto, or any prospectus or prospectus supplement in connection therewith) in accordance with Securities Act or the Exchange Act. (c) From the date hereof through the Closing Date, in the event the SEC has comments or questions on any of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection withCompany’s financial information, the Offer or the Merger. The Company will shall use its reasonable best efforts to update reasonably assist and cooperate, and shall cause its independent accountants to assist and cooperate, with Parent, Parent’s independent accountants and the Required SEC to resolve any such issues and questions regarding the Company Information from time and take such actions with respect to time such financial statements or information as may be are reasonably necessary for Parent to satisfy its obligations under Regulation S-X. (d) From the date hereof through the Closing Date, the Company shall use its reasonable best efforts to cooperate with Parent’s reasonable requests in connection with Parent’s compliance with applicable Laws with respect to the transactions hereunder, including: (i) providing access to its management upon reasonable prior notice during normal business hours to assist with SEC reporting obligations of the transactions hereunder, including the preparation by Parent of pro forma financial statements and addressing purchase accounting issues; (ii) allowing access to the Company’s independent accountants (including to the extent required by such accountants, consent to the release of their work papers to Parent or Parent’s independent accountants), and discussing with the Company’s independent accountants appropriate consents to fulfill Parent’s reporting requirements, including financial statements and the notes thereto; (iii) assisting Parent in preparation of materials for rating agency presentations, offering documents, offering circulars or private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, (iv) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing, (v) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders and containing a customary representation that such Required Information information does not contain any untrue statement a material misstatement or omission and containing a representation to the Financing sources that the public side versions of such documents, if any, do not include material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall non-public information about the Company or its Subsidiaries securities, (vii) cooperating reasonably with the Financing Parties’ sources’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Company, and (viii) using its reasonable best efforts to arrange for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all indebtedness contemplated by the Financing Commitment Letter to be paid off, discharged and terminated on the Closing Date; provided, that the Company shall not be required to pay take any commitment or similar fee or incur any other liability in connection with the Financing action prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations Closing in contravention of the Company and its Subsidiaries or otherwise materially impair the ability terms of any officer or executive Company Indebtedness and the effectiveness of any such documentation executed by the Company shall be subject to the consummation of the Company to carry out their duties to the CompanyClosing. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence.

Assistance with Financing. (a) In order Prior to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the FinancingClosing, the Company shall, and shall cause each of its Subsidiaries tothe Company’s Representatives to provide, at cooperation to Contributor and the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request CHB Companies in connection with its existing debt financing arrangements and/or the arrangement arrangement, syndication and consummation of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub any new third party debt financing (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such documentfinancing arrangements, the “Required InformationDebt Financing”), and assisting in the preparation of such documents ) (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such provided that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive Company), including, without limitation: (a) providing in a timely manner (i) financial statements of the Company and the Group Companies required to carry out their duties be delivered in connection therewith and (ii) to the Company. extent reasonably requested by Contributor, other financial and other pertinent information relating to the Company and the Group Companies, (b) providing information required by the Persons that have committed to provide, or have otherwise entered into agreements relating to the Debt Financing (the “Financing Sources”) and/or by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001, (c) Parent facilitating the pledging of collateral, including by executing and Merger Sub delivering customary pledge and security documents or other definitive financing documents and other certificates and documents as may be reasonably requested by Contributor, provided that any such pledge, grant of security interest, or similar Encumbrance by Company shall indemnify be specifically conditioned upon the occurrence of the Closing, (d) using commercially reasonable efforts to obtain such consents, approvals, authorizations and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them instruments which may be reasonably requested Contributor in connection with the arrangement Debt Financing, (e) obtaining customary payoff letters in form and substance reasonably acceptable to Contributor and its Financing Sources relating to the repayment of any Funded Indebtedness of the Financing Company and the release (conditioned on the Closing) of Encumbrances and collateral securing any information utilized in connection therewith; providedsuch Funded Indebtedness, however, that and (f) causing the foregoing shall not apply taking of corporate and other organizational actions (subject to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligenceoccurrence of the Closing) by the Company necessary to permit the completion of the Debt Financing as may be requested by Contributor.

Assistance with Financing. Subject to the limitations outlined and the obligations of Parent set forth below, and subordinate to (a1) In order the commitments set forth in Section 7.10 and (2) until the Disclosure Schedule Delivery Date, the efforts required to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement complete the preparation of the FinancingCompany Disclosure Schedule, the Company shall, and shall cause each of its Subsidiaries and its and their representatives to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request cooperate in connection with the arrangement of any Financing as may be reasonably requested by Parent. Such cooperation by the Financing and Company shall include, at the satisfaction, on a timely basis, request of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in if reasonably necessary to obtain any definitive documents relating thereto includingsuch Financing, (i) furnishing agreeing to Parent enter into such agreements, and its Representativesto use reasonable efforts to deliver such officer's certificates and opinions, as are customary in financings of such type and as are, in the good faith determination of the persons executing such officer's certificates or opinions, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the extent Company's assets pursuant to such agreements as may be reasonably available, pertinent information with respect to the Company and its Subsidiaries requested (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements provided that no obligation of the Company for inclusion in under any such documentagreement, pledge or grant shall be effective until the “Required Information”Effective Time, and any fees, expenses, or other costs associated with the preparation, execution, filing, and/or recording of such materials will be borne by Parent), (ii) participating via telephone or in person in Joplin, Missouri, in a limited number of meetings, drafting sessions, due diligence sessions, management presentation sessions and assisting sessions with rating agencies, (iii) using commercially reasonable efforts to prepare or participate in the preparation of such documents (including the preparation of any pro forma business projections and financial information required to be included statements for inclusion in any such document) offering memoranda, private placement memoranda, prospectuses and cooperating with and attending a reasonable number of meetings with prospective investors or lenderssimilar documents, (iiiv) requesting instructing its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “consent letters and "comfort letters” " in each case on customary terms connection with such Financing), subject to Parent's payment of any associated fees, expenses, or other costs, and consistent (v) providing to the lenders in connection with their customary practice any such Financing financial and other information in the Company's possession with respect to the Merger, making the Company's senior officers available to assist such lenders and otherwise reasonably cooperating in connection with the consummation of such Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness . All of the foregoing agreements of the Company or its Subsidiaries whose terms require or permit it are subject to be declared due Parent's covenant and payable, or provide that it becomes automatically due and payable, prior obligation to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (bx) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior limit to the Effective Time. The requested cooperation shall not unreasonably interfere with greatest degree reasonably practicable the ongoing disruptions to and extra demands placed upon the employees responsible for conducting the operations of the business of the Company and its Subsidiaries or otherwise materially impair and (y) avoid unreasonable interference with the ability necessary and proper performance by employees of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries of their usual and its customary responsibilities occasioned by the additional activities enumerated in this Section 6.6, including but not limited to providing as much advance notice as is reasonably practicable of scheduling arrangements, availability requirements, and their directorsrequired deliverables; scheduling meetings and requests cooperatively with Company employees for mutual convenience; structuring meeting agendas and discussions with third parties to most efficiently utilize the time and obtain the required information of Company employees, officers, employees including limiting participation to the portions of telephone conferences and agents from in-person meetings at which the presence of Company personnel is required; and against any coordinating due diligence and all losses or damages suffered or incurred by them in connection other information requests of Parent with those of third parties to minimize duplicative and overlapping inquiries and requests. Without limiting the arrangement effect of the Financing and foregoing provisions of this Section 6.6, in no event shall any information utilized in connection therewith; providedofficer, however, that director or other employee or representative of the foregoing shall not apply Company be required to be available for more than five (5) hours on average each week to provide assistance with respect to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligenceFinancing.

Assistance with Financing. (a) In order Prior to assist Parent in any way necessarythe Closing, proper or advisable subject to the terms and conditions set forth herein, the Sellers and the Target Entities shall from time to time, as and when reasonably requested by the Buyer, provide, in connection with Parent’s the arrangement and consummation of, and the negotiation of agreements with respect to, the financing necessary to consummate the transactions contemplated hereby. In furtherance and not in limitation of the Financingforegoing, the Company Sellers and the Target Entities shall, and shall cause each of its Subsidiaries their respective officers, directors, managers and employees to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing cause the senior officers of the Target Entities and the Company Subsidiaries to Parent and its Representativesbe reasonably available during normal business hours, on reasonable advance notice, to the extent reasonably available, pertinent information with respect Buyer and the financial institutions providing such financing to the Company participate in due diligence sessions and its Subsidiaries to participate in presentations (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in including any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation meetings or similar document or marketing material (including historical financial statements prepared in accordance presentations) related to such Person; provided, however, that the Buyer shall coordinate all contact with GAAP and projected financial statements any of the Company for inclusion in any such document, key employees through the “Required Information”)Sellers, and assisting (ii) reasonably assist the Buyer in the preparation of such customary offering documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenderscustomary marketing materials, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice to be used in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingfinancing. (b) In no event shall Notwithstanding the foregoing, none of the Sellers, the Target Entities or the Company or its Subsidiaries shall be required to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Financing prior to the Effective Timesuch financing. The requested cooperation Buyer shall not unreasonably interfere with reimburse the ongoing operations of the Company Sellers for all out-of-pocket costs and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. expenses (cincluding reasonable attorneys’ fees) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them the Sellers or any of its Affiliates in connection with the arrangement cooperation of the Financing Sellers and the Target Entities and their respective financing sources, advisors, or Representatives contemplated by this Section 7.15. All information provided by the Sellers or any of its Affiliates or any of their respective Representatives pursuant to this Section 7.15 shall be kept confidential by the Buyer, except that the Buyer shall be permitted to disclose such information utilized in connection therewithto its financing sources and advisors who are subject to non-disclosure obligations and, after Closing, to the Target Entities and Company Subsidiaries; provided, however, that the foregoing Buyer shall not apply to be liable for any acts or omissions of any of its financing sources or Representatives which, if they were the Companyacts or omissions of the Buyer, would be deemed a breach of Buyer’s or its Subsidiaries’ confidentiality or other Representatives’ willful misconduct obligations hereunder or gross negligenceunder the Confidentiality Agreement.

Assistance with Financing. (a) In The Company acknowledges that Alliqua or Parent will use commercially reasonable efforts to obtain financing after the date of this Agreement, including pursuant to (i) an equity and/or debt financing or any combination thereof and (ii) the assumption, refinancing, or restructuring of the SWK Credit Agreement and/or the Perceptive Credit Agreement in order to assist finance the Transactions and provide Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of additional working capital following the FinancingClosing (collectively, the Company shall“Financing”). In furtherance of such efforts, Alliqua and shall cause each of its Subsidiaries toParent will need to provide third parties, at including investors or lenders from whom Alliqua or Parent intends to obtain such Financing (the expense of Parent“Financing Parties”), provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may the information which is reasonably request customary in connection with the arrangement of equity or debt financing (the Financing and the satisfaction“Company Information”), on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent without limitation, as promptly as practicable all historical financial and its Representatives, to the extent reasonably available, other pertinent historical information with respect to regarding the Company and its Subsidiaries (or, to Affiliates as may be reasonably requested in writing by Alliqua in connection with the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material Financing (including historical such information which Alliqua has determined is necessary for the preparation of one or more information packages regarding the business, operations, financial statements prepared in accordance with GAAP projections and projected financial statements prospects of the Company and its Affiliates customary for inclusion such financing). Notwithstanding anything to the contrary contained in the Confidentiality Agreement, upon the reasonable request of Alliqua or Parent, the Company shall provide the Company Information to (i) Alliqua or Parent or (ii) a Financing Party upon such Financing Party’s customary undertaking of confidentiality. The Company shall provide reasonable cooperation, and shall cause its independent accountants to cooperate, as reasonably requested by Alliqua or Parent, in connection with the arrangement of, and the negotiation of agreements with respect to, any such documentfinancing. Additionally, Alliqua and Parent agree to permit the Company to review and comment on any documentation related to the Financing and will reasonably cooperate with the Company to request from the Financing Parties any reasonable material changes to such documentation requested by the Company. (b) From the date hereof through the Closing Date, the “Required Information”)Company shall use its reasonable best efforts, at Alliqua’s sole expense, to provide, and assisting in the preparation of shall cause its independent accountants to provide, Alliqua or Parent with such documents information as Alliqua or Parent may reasonably request (including Company Information and management representation letters required for any audit and accountants comfort letters required in connection with equity offerings) in connection with: (i) the preparation completion of any private offering memorandums or other disclosure documents, (ii) Alliqua’s efforts to cause the Company’s financial statements and the pro forma financial information required to be included described in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), clause (iii) providing reasonable cooperation to comply with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence Regulation S-X of the SEC and (iviii) providing all required the preparation of pro forma financial information reasonably available to it relating to for purposes of reports, or other filings of Alliqua and Parent (including the Registration Statement and the Proxy Statement/Prospectus or any indebtedness other registration statement, any amendments thereto, or any prospectus or prospectus supplement in connection therewith) in accordance with the Securities Act or the Exchange Act. (c) From the date hereof through the Closing Date, in the event the SEC has comments or questions on any of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection withCompany’s financial information, the Offer or the Merger. The Company will shall use its reasonable best efforts to update reasonably assist and cooperate, and shall cause its independent accountants to assist and cooperate, with Alliqua and Parent, their independent accountants and the Required SEC to resolve any such issues and questions regarding the Company Information from time and take such actions with respect to time such financial statements or information as may be are reasonably necessary such that such Required Information does not contain any untrue statement for Alliqua or Parent to satisfy its obligations under Regulation S-X of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingSEC. (bd) In no event shall From the date hereof through the Closing Date, the Company shall use its reasonable best efforts to cooperate with reasonable requests of Alliqua or Parent in connection with their respective compliance with applicable Laws with respect to the transactions hereunder, including: (i) providing access to its Subsidiaries be management upon reasonable prior notice during normal business hours to assist with SEC reporting obligations of the transactions hereunder, including the preparation by Alliqua or Parent of pro forma financial statements and addressing purchase accounting issues; (ii) allowing access to the Company’s independent accountants (including to the extent required by such accountants, consent to pay any commitment the release of their work papers to Parent or Parent’s independent accountants), and discussing with the Company’s independent accountants appropriate consents to fulfill the reporting requirements of Alliqua or Parent, including financial statements and the notes thereto; (iii) assisting Alliqua in preparation of materials for offering documents, offering circulars or private placement memoranda, bank information memoranda, prospectuses and similar fee or incur any other liability documents required in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations Financing, (iv) participating in a reasonable number of the Company meetings, presentations, road shows, due diligence sessions, and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them drafting sessions in connection with the arrangement Financing, (v) assisting in the amendment of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to of the Company’s currency or its Subsidiaries’ interest hedging agreements, or other Representativesagreements, in each case, on terms satisfactory to Alliqua and Parent, (vi) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective investors and containing a customary representation that such information does not contain a material misstatement or omission, and (vii) cooperating reasonably with the Financing Parties’ willful misconduct or gross negligencesources’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Company.

Assistance with Financing. (a) In order The Company shall use its commercially reasonable efforts to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shallassist, and shall cause each of its Subsidiaries toto use their commercially reasonable efforts to assist, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Debt Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliatesany Alternative Financing, as the case may be) in any definitive documents relating thereto including, as may be reasonably requested by Parent including by (i) participating in meetings (including lender meetings), presentations, road shows, due diligence and drafting sessions and sessions with rating agencies, in each case, as required to consummate the Debt Financing (or any Alternative Financing, as the case may be); (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing (or any Alternative Financing, as the case may be); (iii) furnishing to Parent and its Representatives, to the extent reasonably available, financing sources financial and other pertinent information with respect to regarding the Company and its Subsidiaries as may be reasonably requested by Parent to consummate the Debt Financing (oror any Alternative Financing, as the case may be); (iv) requesting of the appropriate Person, and using commercially reasonable efforts to obtain, at Parent’s expense, such consents, surveys and title insurance as reasonably requested by Parent, in each case, as required to consummate the Debt Financing (or any Alternative Financing, as the case may be); (v) cooperating with prospective lenders involved in the Debt Financing (or any Alternative Financing, as the case may be) to provide access to the Company’s and its Subsidiaries’ respective properties, assets, and cash management and accounting systems (including cooperating in and facilitating the completion of field examinations, collateral audits, asset appraisals, surveys, and engineering/property condition reports); and (vi) otherwise reasonably cooperating in the Parent’s efforts to obtain the Debt Financing (or any Alternative Financing, as the case may be); provided that nothing herein shall require such cooperation to the extent required and that it would reasonably available be expected to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection materially interfere with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness business or operations of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingSubsidiaries. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper Holdings acknowledges that Acquisition or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request cause one or more information or offering memoranda or filings under applicable securities laws to be prepared and used in connection with the arrangement financing of the transactions contemplated hereby (collectively referred to herein as "Financing Documents"). Holdings agrees to use its reasonable commercial efforts to provide and to cause the satisfactionCompany to provide to Acquisition access to, on a timely basisand to permit the use of, of all conditions applicable information necessary with respect thereto and to Parent provide and Merger Sub (or its or their Affiliates) to cause the Company to provide to Acquisition access to all personnel necessary to consummate such financing, all at such times, in any definitive documents relating thereto including, (i) furnishing such manner and upon such notice as to Parent and its Representatives, avoid undue disruption to the extent reasonably availablebusiness of the Company. In addition, pertinent information with respect Holdings shall request its accountants to consent to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP inclusion of their report or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”)reports in, and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending issue a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or letter in connection with, the Offer any information, offering memoranda or the Mergerfilings required by such financing. The Company will Holdings shall use its reasonable best commercial efforts to update the Required Information from time deliver to time Acquisition and its financing providers in a timely manner such agreements, documents, instruments and consents as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company reasonably requested by Acquisition or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability financing providers in connection with such financing, provided, that no additional liability is incurred by the Financing prior Stockholders as a consequence thereof. Holdings shall make its management personnel available to the Effective Time. The requested cooperation shall participate in "road shows" and similar presentations to potential lenders and investors, provided that such activities do not unreasonably unduly interfere with the ongoing operations performance by such management personnel of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. . Acquisition shall reimburse Holdings for its reasonable out-of- pocket costs (cother than management compensation) Parent and Merger Sub expenses incurred in performing its obligations under this Section 6.4 and Acquisition acknowledges and agrees that it shall indemnify be responsible for all the costs and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses expenses of third parties who are requested by Acquisition or damages suffered or incurred by them in connection Holdings to assist Acquisition with the arrangement financing of the Financing and any information utilized acquisition in connection therewith; provided, however, that accordance with the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence.provisions of this Section 6.4

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company The Acquired Companies and their Subsidiaries shall, and shall use commercially reasonable efforts to cause each of its Subsidiaries their respective Representatives to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request cooperate in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, as may be reasonably requested by Buyer including by (i) furnishing to Parent participating in meetings, presentations, road shows, due diligence sessions and its Representatives, to sessions with rating agencies; (ii) assisting with the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank bookinformation memoranda, information memorandum, lender presentation or prospectuses and similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), ; (iii) providing reasonable cooperation furnishing Buyer and its financing sources with prospective investors, arrangers historical financial information and lenders similar information regarding the Acquired Companies and their respective advisors Subsidiaries as may be reasonably requested by Buyer, including all historical financial statements and financial data of the type reasonably identified by Buyer as being required by Regulation S-X, Regulation S-K and Regulation D under the Securities Act, to use in performing their due diligence and connection with the Financing or any other financing transaction executed in connection with the transactions contemplated hereby (the “Required Financial Information”); (iv) cooperate with Buyer and its financing sources in providing all required information reasonably available to it relating to any indebtedness of business and financial projections regarding the Company or its Acquired Companies and their Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be reasonably requested by Buyer; (v) using commercially reasonable efforts to obtain customary accountants’ comfort letters, legal opinions, surveys, affidavits, subordination and non-disturbance agreements, memoranda of leases, consents, waivers, title policies and commitments, and pay-off letters as may be reasonably requested by Buyer and its financing sources; provided, however, that the Acquired Companies shall not be required to request any opinion letter with respect to the HOA Agreements; (vi) executing and delivering, as of the Closing Date, such definitive financing documents as may be reasonably requested by Buyer; (vii) taking all corporate actions necessary such to authorize the consummation of the Financing and to permit the proceeds thereof to be made available pursuant to the terms of the definitive agreements as to the Financing; (viii) reasonably facilitating the pledge of collateral and the perfection of the security interests therein; and (ix) taking all other actions reasonably requested by Buyer in connection with the Financing; provided, however, that such Required Information does not contain notwithstanding the foregoing, (a) neither the Acquired Companies nor any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event their Subsidiaries shall the Company or its Subsidiaries be required to pay any commitment or other similar fee or incur any other liability or expense in connection with the Financing prior to the Effective Time. The requested cooperation Closing Date, (b) neither the Acquired Companies nor any of their Subsidiaries shall not unreasonably interfere with be required to issue any private placement memoranda or prospectus (and no such private placement memoranda or prospectus shall reflect the ongoing operations Acquired Companies or any of their Subsidiaries as the Company issuer) and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent neither the Acquired Companies nor their Representatives shall be required to take any of the foregoing actions where such actions would violate the attorney-client privilege or work product or similar doctrines of any one or more of Sellers or the Acquired Companies. Buyer and Merger Sub Chanticleer shall jointly and severally indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents Acquired Companies from and against any and all losses or damages liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any one or more of them in connection with the arrangement of the Financing that would not otherwise be or have been incurred by any one or more of the Acquired Companies. Without limiting the generality of the immediately preceding sentence, Buyer shall pay each of the Acquired Companies’ fees, charges, title premiums and expenses, and each portion of such fees, charges, title premiums and expenses, incurred in connection with the duties of the Acquired Companies under this Section 5.11 by the later of (a) fifteen (15) days after the Acquired Companies, or any of them, delivers a statement to Buyer or (b) the date when any such fees, charges, title premiums and expenses are due and payable under the invoice of the applicable service provider or other applicable third party, each with respect to any of such fees, charges, title premiums and expenses including, without limitation, the auditing fees and expenses of the Acquired Companies in excess of what the auditing fees and expenses of the Acquired Companies and Affiliates would have been (without regard to the requirements in connection with the Financing or the transactions under this Agreement) with respect to their financial statements as at and for the two years ended December 30, 2007 and any information utilized in connection therewith; provided, however, that incremental costs for re-auditing the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence2005 and 2006 financial statements.

Assistance with Financing. (a) In order to assist Parent in any way necessarySellers, proper or advisable in connection with Parent’s arrangement of Concrete and Geosolutions acknowledge that the Financing, the Company shall, Purchaser and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request cause one or more information or offering memoranda to be prepared and used in connection with the arrangement Purchaser’s financing of the Financing transactions contemplated hereby and the satisfactionongoing working capital needs of the Business following Closing. Concrete and Geosolutions shall use their reasonable commercial efforts to provide and to cause the Subsidiaries of Concrete to provide to the Purchaser, on its Affiliates and their Representatives access to, and to permit the use of, information reasonably necessary with respect thereto, and to cooperate with the Purchaser, its Affiliates and their Representatives in any reasonable manner in connection with such financing, including providing access to all personnel necessary to consummate such financing, all at such times, in such manner, and upon such notice as to avoid undue disruption to the Business. Concrete and Geosolutions shall deliver to the Purchaser, its Affiliates and their financing providers in a timely basismanner and make the management personnel of Concrete, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably Geosolutions available to itexecute and deliver or cause to be executed and delivered such agreements, GrowHowdocuments, HATLPinstruments, OCOP or PLNL) certificates as to financial and solvency matters and other certificates and consents as are customarily delivered in connection with comparable financings and as may be reasonably requested by the Purchaser, its Affiliates and their respective operations financing providers in connection with such financing. Concrete and Geosolutions shall make the management personnel of Concrete, its Subsidiaries and Geosolutions available to be included participate in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or road shows and similar document or marketing material (including historical financial statements prepared in accordance with GAAP presentations to potential lenders and projected financial statements of the Company for inclusion in any such document, the “Required Information”), investors and assisting in the preparation of offering memoranda, private placement memoranda and similar documents, provided that such documents (including activities do not unduly interfere with the preparation performance by such management personnel of any pro forma financial information required to be included in any such document) their duties. All out-of-pocket costs and cooperating with expenses incurred by or on behalf of Concrete, its Subsidiaries and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice Geosolutions in connection with this Section 7.16 shall be on account of and shall be payable by the FinancingPurchaser. Concrete and Geosolutions shall cooperate with the Purchaser, its Affiliates and their Representatives in any reasonable manner to assist the Purchaser in procuring ALTA/ACSM Land Title Surveys-Improved Property (As-Built) of Concrete Real Property or Geosolutions Real Property and written commitments for owner’s policies of title insurance on Concrete Real Property or Geosolutions Real Property (owned and leased), on an American Land Title Association 1992 form (iii) providing reasonable cooperation with prospective investorsor, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payableif unavailable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingequivalent state-specific form). (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representatives, to the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence.the

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement From the date of this Agreement until the earlier of the FinancingClosing and the date on which this Agreement is terminated in accordance with Section 7.1 (Termination Events), the Company shallSellers will, and shall will cause each of its their Subsidiaries to, at the expense and will use their commercially reasonable efforts to cause each of Parent, provide such assistance and cooperation as Parent, Merger Sub their and their Affiliates may reasonably request Subsidiaries' agents and representatives to, use their respective commercially reasonable efforts to provide Buyers with all reasonable cooperation requested by Buyers that is customary in connection with the arrangement of the Financing and the satisfactiondebt financing reasonably proposed by Buyers, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, including (i) furnishing to Parent making senior management of the Transferred Companies reasonably available for a reasonable number of customary meetings or conference calls with lenders or rating agencies at times and its Representativeslocations as are mutually agreed, (ii) furnishing, to the extent reasonably available, pertinent (A) all financial statements and financial and other material information that are reasonably required and requested in connection with the financing and (B) all documentation and other information with respect to the Company Transferred Companies reasonably required and its Subsidiaries (or, requested in connection with the financing under applicable “know your customer” and anti-money laundering rules and regulations to the extent required and reasonably available to itrequested at least ten (10) Business Days in advance of the Closing, GrowHow, HATLP, OCOP or PLNL(iv) assisting Buyers and their respective operations to be included financing sources in any prospectusthe preparation of all customary information memoranda, offering memorandumlender presentations, rating agency presentations, bank book, information memorandum, lender presentation or and similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information reasonably required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing)financing, (iiiv) providing reasonable cooperation reasonably cooperating with prospective investors, arrangers and lenders the marketing efforts of Buyers and their respective advisors in performing their due diligence financing sources for the financing, and (ivvi) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due cooperating with and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability assisting Buyers in connection with the Financing prior to execution and delivery of, as of the Effective Time. The Time of Closing, any pledge and security documents, other definitive financing documents, or other customary certificates or documents required to be delivered in connection with the financing on such date as may be reasonably requested by Buyers and otherwise reasonably facilitating the pledging of collateral required in connection with the financing; provided, that (x) such requested cooperation shall does not unreasonably interfere with the ongoing operations of the Company Sellers or their Subsidiaries, (y) all costs incurred by or on behalf of Sellers and its their Subsidiaries in connection with such cooperation will be at Buyers' sole cost and expense, and (z) none of Sellers, their Subsidiaries, or otherwise materially impair the ability of Sellers' or their Subsidiaries' respective agents or representatives will be required to pay any officer commitment or executive of the Company to carry out other similar fee, or incur any Liability, in connection with Buyers' financing. Buyers will (i) promptly, upon request by Sellers, reimburse Sellers, their duties to the Company. Subsidiaries, and their respective agents and representatives for all out-of-pocket costs (cincluding reasonable attorneys' fees) Parent incurred by Sellers, their Subsidiaries, and Merger Sub shall their respective agents and representatives in connection with any cooperation contemplated by this Section 5.21(b) and (ii) indemnify and hold harmless the Company each of Sellers, their Subsidiaries, and its Subsidiaries and its Sellers' and their directors, officers, employees Subsidiaries' respective agents and agents representatives from and against any and all losses or damages Liabilities suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligenceBuyers' financing.

Assistance with Financing. (a) In order The Company acknowledges that the Purchaser may seek to assist Parent in any way necessaryobtain financing from time to time after the date of this Agreement, proper or advisable in connection with Parent’s arrangement of including pursuant to the New Financing, although the Company shallparties agree and acknowledge that the Purchaser’s receipt of any such financing shall not be a condition to the Purchaser’s obligation to consummate the Transactions. In furtherance of such efforts, and shall cause each of its Subsidiaries tothe Purchaser will need to provide third parties, at including lenders from whom the expense of ParentPurchaser intends to obtain such financing, provide such assistance and cooperation as Parentincluding the Lenders (the “Financing Parties”), Merger Sub and their Affiliates may the information which is reasonably request customary in connection with the arrangement of debt financing (the Financing and the satisfaction“Company Information”), on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, without limitation, the following: (i) furnishing to Parent as promptly as practicable all historical financial and its Representatives, to the extent reasonably available, other pertinent historical information with respect to regarding the Company and its Subsidiaries (or, to the extent required and as may be reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included requested in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice writing by Purchaser in connection with the Financing)financing contemplated by the New Financing (including such information which Purchaser has determined is necessary for the preparation of one or more information packages regarding the business, (iii) providing reasonable cooperation with prospective investorsoperations, arrangers financial projections and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations prospects of the Company and its Subsidiaries customary for such financing or otherwise materially impair reasonably necessary for the ability of any officer or executive syndication of the New Financing by the financing sources) and (ii) furnishing all financial statements expressly required by the Financing Commitment Letter within the time periods specified therein. Upon the reasonable request of the Purchaser, the Company to carry out their duties shall provide the Company Information to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless Purchaser or a Financing Party upon such Financing Party’s customary undertaking of confidentiality. In addition, the Company shall provide reasonable cooperation, and shall cause its Subsidiaries and its and their directorsindependent accountants to cooperate, officersas reasonably requested by the Purchaser, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of, and the negotiation of agreements with respect to, any such financing. (b) During the Financing Pre-Closing Period, the Company shall use commercially reasonable efforts, at the Purchaser’s sole expense, to provide, and shall cause its independent accountants to provide, the Purchaser with such information as the Purchaser may reasonably request (including Company Information and management representation letters required for any audit and accountants comfort letters required in connection with debt offerings) in connection with: (i) the completion of any private offering memorandums or other disclosure documents, (ii) the Purchaser’s efforts to cause the Company’s financial statements and the pro forma financial information utilized described in clause (iii) to comply with Regulation S-X and (iii) the Purchaser’s preparation of pro forma financial information for purposes of its reports, or other filings (including the Form S-4, the Proxy Statement or any other registration statement, any amendments thereto, or any prospectus or prospectus supplement in connection therewith) in accordance with Securities Act or the Exchange Act; provided, however, that while it is a condition that the foregoing Company provide information that complies with the provisions of clause (ii) and (iii) above, the Purchaser agrees and acknowledges that compliance with Regulation S-X or preparation of such pro forma financial information shall not apply be a condition to its obligation to consummate the Closing. (c) During the Pre-Closing Period, in the event the SEC has comments or questions on any of the Company’s financial information, the Company shall use commercially reasonable efforts to reasonably assist and cooperate, and shall cause its independent accountants to assist and cooperate, with the Purchaser, the Purchaser’s independent accountants and the SEC to resolve any such issues and questions regarding the Company Information and take such commercially reasonably actions with respect to such financial statements or information as are necessary for the Purchaser to satisfy its obligations under Regulation S-X. (d) During the Pre-Closing Period, the Company shall use commercially reasonable efforts to reasonably cooperate with the Purchaser’s reasonable requests in connection with the Purchaser’s compliance with applicable Laws with respect to the transactions hereunder, including: (i) providing access to its management upon reasonable prior notice during normal business hours to assist with SEC reporting obligations of the transactions hereunder, including the preparation by the Purchaser of pro forma financial statements and addressing purchase accounting issues; (ii) allowing access to the Company’s independent accountants (including to the extent required by such accountants, consent to the release of their work papers to the Purchaser or the Purchaser’s independent accountants), and discussing with the Company’s independent accountants appropriate consents to fulfill the Purchaser’s reporting requirements, including financial statements and the notes thereto; (iii) assisting Purchaser in preparation of materials for rating agency presentations, offering documents, offering circulars or private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the New Financing, (iv) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the New Financing, (v) assisting in the amendment of any of the Company’s or its Subsidiaries’ currency or interest hedging agreements, or other Representativesagreements, in each case, on terms satisfactory to the Purchaser, (vi) providing authorization letters to the New Financing sources authorizing the distribution of information to prospective lenders and containing a customary representation that such information does not contain a material misstatement or omission and containing a representation to the New Financing sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or their securities, (vii) cooperating reasonably with Purchaser’s New Financing sources’ willful misconduct or gross negligencedue diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Company, and (viii) using its commercially reasonable efforts to arrange for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all indebtedness contemplated by the Financing Commitment Letter to be paid off, discharged and terminated on the Closing Date; provided, that the Company shall not be required to take any action prior to the Closing in contravention of the terms of any Company Indebtedness and the effectiveness of any such documentation executed by the Company shall be subject to the consummation of the Closing. (e) The parties agree and acknowledge that all actions taken by the Company pursuant to the terms of this Section 5.16 shall be at the sole cost and expense of the Purchaser and the Purchaser shall, promptly upon written request by the Company, reimburse the Company for all costs reasonably incurred by the Company in connection with the actions taken by the Company pursuant to the terms of this Section 5.16.

Assistance with Financing. (a) In furtherance and not in limitation of the terms of Section 8.5, in order to assist Parent with obtaining the financing specified in the Financing Letter or any way necessarySubstitute Financing, proper or advisable in connection with Parent’s arrangement of prior to the FinancingClosing, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, to (a) provide such assistance and reasonable cooperation as Parent, Merger Sub and their Affiliates the Buyer may reasonably request in connection with the arrangement financing transactions contemplated by the Financing Letter, (b) make available to the Buyer and its representatives the officers of the Financing Company and its Subsidiaries to execute any reasonably necessary officers’ certificates or management representation letters to the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (Company’s or its or their AffiliatesSubsidiary’s accountants to issue unqualified reports with respect to the 2005 Financial Statements, the Unaudited Financial Statements and, in accordance with Section 8.12(b), the audited financial statements for the period from January 1, 2005 to the Plan Effectiveness Date (the “Required Financial Information”), (c) upon reasonable prior notice, use commercially reasonable efforts to make senior management and other representatives of the Company and its Subsidiaries available to participate in any definitive documents relating thereto including, (i) furnishing to Parent meetings with investors and its Representativesrating agencies and (ii) the preparation of any information packages, to offering memoranda, prospectuses and other offering materials (the extent “Offering Materials”) or other materials reasonably availablerequired in connection with such meetings, pertinent information with respect to and (d) request that the present and former independent accountants of the Company and its Subsidiaries (or, i) cooperate with and assist the Buyer and the other parties to the extent required and reasonably available to itFinancing Letter in preparing the Offering Materials, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lendersRequired Financial Information, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating participate in drafting sessions related to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with preparation of the Financing)Offering Materials, (iii) providing reasonable cooperation with prospective investors, arrangers make work papers reasonably available to Buyer and lenders the other parties to the Financing Letter and their respective advisors in performing their due diligence and representatives, (iv) providing deliver “comfort-letters” in customary form in connection with any offering or financing and (v) deliver consents to the inclusion of financial statements required in connection with any offering or financing; provided, however, that (A) all required information reasonably available Offering Materials used prior to it relating to any indebtedness the Closing Date shall include disclaimers that none of the Company or its Subsidiaries whose terms require or permit it to be declared due and payableSubsidiaries, or their respective officers, directors or control persons (as such term is defined in the Securities Act of 1933 as amended) are responsible for any of the contents thereof and (B) the Buyer shall (1) provide that it becomes automatically due and payable, prior copies to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing of Offering Materials used prior to the Effective Time. The requested cooperation Closing Date and (2) to the extent reasonably practicable, shall allow the Company an opportunity to comment thereon; and further provided that the obligations set forth in this Section 8.6 do not unreasonably interfere with the ongoing operations business of the Company and its Subsidiaries Company, cause any representation or warranty in this Agreement to be breached, cause any closing condition set forth in Section 13 to fail to be satisfied or otherwise materially impair cause the ability breach of this Agreement or involve any officer or executive of binding commitment by the Company to carry out or the Sellers or any of their duties to Affiliates. Any activities undertaken by the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them Sellers in connection with this Section 8.6 or in respect of obtaining financing for the arrangement Buyer will be at the sole expense of the Financing Buyer and will not require any information utilized acts that result in connection therewith; provided, however, that the foregoing shall not apply an undue burden on or unreasonable disruption to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligenceBusiness under the circumstances.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the Financing, the Company Each Seller and Seller Representative shall, and shall use commercially reasonable efforts to cause each of its Subsidiaries their respective Representatives to, at the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates may reasonably request cooperate in connection with the arrangement of the Financing and the satisfactionas may be reasonably requested by Buyer, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its Affiliates or their Affiliates) in any definitive documents relating thereto including, respective Representatives including by (i) furnishing to Parent participating in meetings, presentations, road shows, due diligence sessions and its Representatives, to sessions with rating agencies; (ii) assisting with the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank bookinformation memoranda, information memorandum, lender presentation or prospectuses and similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), ; (iii) providing reasonable cooperation with prospective investorsfurnishing Buyer, arrangers and lenders and its Affiliates or their respective advisors Representatives and financing sources with historical financial information and similar information regarding Sellers, the Business, the Assets or the Assumed Liabilities as may be reasonably requested by Buyer, its Affiliates or their respective Representatives and financing sources, including all historical financial statements and financial data of the type reasonably identified by Buyer as being required by Regulation S-X, Regulation S-K and Regulation D under the Securities Act, to use in performing their due diligence and connection with the Financing or any other financing transaction executed in connection with the Contemplated Transactions; (iv) cooperate with Buyer, its Affiliates or their respective Representatives and financing sources in providing all required information reasonably available to it relating to any indebtedness of the Company or its business and financial projections regarding Sellers and their Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary reasonably requested by Buyer, its Affiliates or their respective Representatives and financing sources; (v) using commercially reasonable efforts to obtain customary accountants’ comfort letters, legal opinions, surveys, affidavits, subordination and non-disturbance agreements, memoranda of leases, consents, waivers, title policies and commitments and pay-off letters as may be reasonably requested by Buyer, its Affiliates or their respective Representatives and financing sources; (vi) executing and delivering, as of the Closing Date, such definitive financing documents as may be reasonably requested by Buyer, its Affiliates or their respective Representatives and financing sources; (vii) reasonably facilitating the pledge of collateral and the perfection of the security interests therein; and (viii) taking all other actions reasonably requested by Buyer, its Affiliates or their respective Representatives and financing sources in connection with the Financing and the repayment of the Indebtedness Payoff Amount and release of any Encumbrances securing such Indebtedness; provided, however, that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make notwithstanding the statements therein not misleading. foregoing, (ba) In no event Seller shall the Company or its Subsidiaries be required to pay any commitment or other similar fee or incur any other liability or expense in connection with the Financing prior to the Effective Time. The requested cooperation Closing Date, (b) no Seller or any of their Subsidiaries shall not unreasonably interfere with be required to issue any private placement memoranda or prospectus (and no such private placement memoranda or prospectus shall reflect Sellers or any of their Subsidiaries as the ongoing operations of the Company issuer) and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) no Seller or their Representatives shall be required to take any of the foregoing actions where such actions would violate the attorney-client privilege or work product or similar doctrines of any one or more of the Sellers. Buyer and Parent shall jointly and Merger Sub shall severally indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents each Seller from and against any and all losses or damages Liabilities suffered or incurred by any one or more of them in connection with the arrangement of the Financing and that would not otherwise be or have been incurred by any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s one or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligencemore Sellers.

Assistance with Financing. (a) In order Prior to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the FinancingClosing, the Company shall, and shall cause each of its Subsidiaries the Acquired Companies and their authorized representatives to, at use reasonable best efforts to provide to Purchaser all cooperation reasonably requested by Purchaser that is customary and necessary to assist in the expense arrangement and consummation of Parentthe Debt Financing as contemplated by the Debt Commitment Letter, provide including using reasonable best efforts to take the following actions: (i) furnishing Purchaser and its Debt Financing Sources with all required historical financial statements with respect to the Acquired Companies as specified on Exhibit C to the Debt Commitment Letter (including the Financial Statements) and providing financial information reasonably necessary for Purchaser to prepare pro forma financial statements (provided that the Company shall not be required to prepare or assist in the preparation of pro forma financial statements), and other information reasonably requested by Purchaser or the Debt Financing Sources in connection with any Debt Financing to the extent such assistance other information is of the type and cooperation as Parent, Merger Sub form customary and their Affiliates may reasonably request necessary in connection with the arrangement Debt Financing contemplated in the Debt Commitment Letter, (ii) assisting with the preparation of materials for lender presentations, confidential information memoranda (public and non-public) and similar documents reasonably requested in connection with the Debt Financing, and upon notice, participating in a reasonable and customary number of lender presentations, due diligence sessions, drafting sessions and sessions with rating agencies in connection with any Debt Financing, at reasonable times and locations (which may be virtual via telephone or by videoconference) mutually agreed and otherwise cooperating with the marketing efforts of Purchaser and its Debt Financing Sources for any portion of any Debt Financing, (iii) obtaining, consistent with customary practice, customary accountant’s comfort letters or consents reasonably requested by Purchaser or its Debt Financing Sources in connection with the Debt Financing, (iv) assisting in the preparation of definitive financing documentation and the satisfactionschedules and exhibits thereto as may reasonably be requested and facilitating the provision of guarantees and pledging of collateral, on a timely basisincluding by executing and delivering definitive financing documents, of all conditions applicable to Parent including pledge and Merger Sub security documents, customary certificates, and other documents (or its or their Affiliates) in any definitive documents relating thereto including, (i) furnishing to Parent and its Representativesincluding original stock certificates), to the extent reasonably availablerequested by Purchaser or its Debt Financing Sources in connection with the Debt Financing, pertinent in each case, to be effective only upon the Closing (and not prior thereto), (v) assisting with procuring customary payoff letters, lien releases, terminations, deregistration or filings to be delivered at Closing, (vi) providing customary authorization letters to the Debt Financing Sources authorizing the distribution of information about the Company and any other Acquired Company to prospective lenders or investors (so long as such prospective lenders or investors are subject to confidentiality to the same extent as Purchaser and the Debt Financing Sources or other customary confidentiality undertakings satisfactory to the Securityholder Representative, Purchaser and the Debt Financing Sources), (vii) providing information regarding the Company and any other Acquired Company reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001 at least three (3) Business Days prior to the Closing, to the extent reasonably requested in writing by Purchaser no later than ten (10) Business Days prior to the Closing. Notwithstanding the foregoing, none of the Acquired Companies or any Securityholder shall (A) be required to (x) enter into, execute, deliver or have any obligation under any resolutions, consent, certificate, document, instrument or agreement with respect to the Company and its Subsidiaries Debt Financing (orother than the authorization letter referenced in clause (vi) above)), that would be effective prior to the extent required Closing and reasonably available to itnot contingent upon the Closing occurring or (y) pay any fee or other amount, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in provide any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation indemnities or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in incur any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice liability in connection with any Debt Financing (other than agreements entered into and liabilities incurred by the FinancingAcquired Companies that become effective upon the Closing), (iiiB) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay disclose information under this Section 6.02(a) which would contravene any commitment Law or similar fee its Organizational Documents or is legally privileged (including subject to attorney-client privilege) (provided, however, that the Acquired Companies and the Securityholder Representative shall use Commercially Reasonable Efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of such legal privilege), (C) be required to take any action that would unreasonably interfere or disrupt the conduct of the Acquired Companies’ business or (D) be required to cause any director, officer, employee, or Securityholder of any Acquired Company to incur any other personal liability in connection with the Financing prior to Debt Financing. Purchaser shall (y) promptly upon request by the Effective Time. The requested cooperation shall not unreasonably interfere Acquired Companies or the Securityholders reimburse the Acquired Companies and the Securityholders for all documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by them in connection with the ongoing operations of the Company cooperation provided under this Section 6.02(a), and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (cz) Parent and Merger Sub shall indemnify and hold harmless the Company Acquired Companies and its Subsidiaries and its and their directors, officers, employees and agents the Securityholders from and against any and all losses or damages suffered or actually incurred by them in connection with the arrangement of Debt Financing, except to the Financing extent such losses resulted from the bad faith, gross negligence or willful misconduct by the Acquired Companies or the Securityholders. (b) Purchaser acknowledges and agrees that, other than the obligations set forth in Section 6.02(a), no Acquired Company nor any information utilized Securityholder has any responsibility for any financing that Purchaser may seek or obtain in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligencewith any Debt Financing.

Assistance with Financing. (a) In furtherance and not in limitation of the terms of Section 8.6, in order to assist with Parent obtaining the requisite debt and/or equity financing in any way necessaryorder to consummate the transactions contemplated by this Agreement (the “Financing”), proper or advisable in connection with Parent’s arrangement of prior to the FinancingClosing, the the, Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, to (a) provide such assistance and reasonable cooperation as Parent, Merger Sub and their Affiliates the Parent may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto includingFinancing, (ib) furnishing make available to the Parent and its Representatives, to representatives the extent reasonably available, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations officers of the Company and its Subsidiaries to execute any reasonably necessary officers’ certificates or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Company. (c) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith; provided, however, that the foregoing shall not apply management representation letters to the Company’s or its Subsidiaries’ accountants to issue unqualified reports with respect to the Company Financial Statements, the audited consolidated balance sheet of the Company and its Subsidiaries as of the Reference Date or December 31, 2006, together with the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the period then ended and the notes thereto, and any additional unaudited financial statements necessary for inclusion in the Offering Materials (as defined below) (the “Required Financial Information”), (c) upon reasonable prior notice, use commercially reasonable efforts to make senior management and other representatives of the Company and its Subsidiaries available to participate in (i) meetings with investors and rating agencies and (ii) the preparation of any information packages, offering memoranda, prospectuses and other offering materials (the “Offering Materials”) or other Representativesmaterials reasonably required in connection with such meetings, and (d) request that the former and present independent accountants of the Company and its Subsidiaries (i) cooperate with and assist Parent and the other parties involved in the Financing in preparing the Offering Materials, including the Required Financial Information, (ii) make work papers reasonably available to Parent and the other parties involved in the Financing and their respective representatives, (iii) if so requested by Parent’s lenders with respect to the Financing, deliver “comfort-letters” in customary form in connection with any offering or financing and (iv) deliver consents to the inclusion of financial statements required in connection with any offering or Financing; provided, however, that (A) all Offering Materials used prior to the Closing Date shall include disclaimers that none of the Company or its Subsidiaries, or their respective officers, directors or control persons (as such term is defined in the Securities Act of 1933 as amended) are responsible for any of the contents thereof and (B) Parent shall (1) provide copies to the Company of Offering Materials used prior to the Closing Date and (2) to the extent reasonably practicable, shall allow the Company an opportunity to comment thereon; and further provided that the obligations set forth in this Section 8.7 do not unreasonably interfere with the ongoing business of the Company, cause any representation or warranty in this Agreement to be breached, cause any closing condition set forth in Article XIII to fail to be satisfied or otherwise cause the breach of this Agreement or involve any binding commitment by the Company or the Stockholders or any of their Affiliates. Any activities undertaken by the Stockholders in connection with this Section 8.7 or in respect of obtaining the Financing for Parent will be at the sole expense of Parent and will not require any acts that result in an undue burden on or unreasonable disruption to the Company’s business under the circumstances. (b) The Company shall use best efforts (including expenditure of funds, as necessary, but not requiring the Company to commence legal action against its auditors referred to below) to deliver by April 7, 2007, but in any event the Company shall deliver no later than April 18, 2007, the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2006, together with the related audited consolidated statements of operations, stockholders’ willful misconduct or gross negligenceequity (deficit) and cash flows for the periods then ended and the notes thereto, accompanied by the reports thereon of Salibello & Broder LLP. Parent shall pay thirty percent (30%) of all fees and related expenses in excess of $150,000 of Salibello & Broder LLP in connection with such audit.

Assistance with Financing. (a) In order to assist Parent in any way necessary, proper or advisable in connection ------------------------- Purchaser with Parent’s arrangement its financing of the Financingtransactions contemplated hereby, at or prior to Closing, the Company shallshall take such commercially reasonable steps as are necessary to cause the following to occur: (a) At any time prior to the Closing, and shall cause each of its Subsidiaries toPurchaser may request that, at the expense of ParentClosing, provide the Company shall have only one direct wholly-owned Subsidiary (the "First Tier Subsidiary"). If Purchaser makes such assistance and cooperation as Parentrequest, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing and the satisfaction, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliates) in any definitive documents relating thereto including, then (i) furnishing prior to Parent and its Representatives--------------------- the Closing, Purchaser shall select, by written notice to the extent reasonably availableCompany, pertinent information with respect to the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements which of the Company for inclusion in any such documentSubsidiaries shall be the First Tier Subsidiary; provided, that the “Required Information”)-------- Company Subsidiary selected by Purchaser to be the First Tier Subsidiary must be one of the direct wholly-owned Subsidiaries of the Company as of the date hereof, and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent at or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating immediately prior to the Closing, the Company shall contribute all of the issued and any necessary “comfort letters” in outstanding capital stock of each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it directly owned by the Company (other than the issued and outstanding capital stock of the First Tier Subsidiary) to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or capital of the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingFirst Tier Subsidiary. (b) In no event shall At Purchaser's request, the Company shall prepare or its Subsidiaries shall cause to be prepared prior to the Closing any financial statements required to pay any commitment or similar fee or incur any other liability in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations Purchaser's financing of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out their duties to the Companytransactions contemplated hereby. (c) Parent and Merger Sub shall indemnify and hold harmless If requested by Purchaser, the Company and shall take all steps necessary to permit a merger of a wholly-owned Subsidiary of Purchaser with the First Tier Subsidiary at the Closing. (d) At Purchaser's request, the Company shall take or cause to be taken any other actions, including a restructuring of the Company Subsidiaries, necessary for Purchaser to consummate its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses financing of the transactions contemplated hereby. (e) No actions taken by or damages suffered or incurred by them on behalf of the Company in connection with the arrangement its obligations under this Section 7.16 or arising as a result of the Financing taking of such action shall constitute a breach of any representation or warranty of the Company contained in this Agreement for any purpose hereunder, including without limitation Sections 8.02(a) and any information utilized in connection therewith; provided, however, that the foregoing shall not apply to the Company’s or its Subsidiaries’ or other Representatives’ willful misconduct or gross negligence9.02(iii) of this Agreement.

Assistance with Financing. (a) In order The Company agrees to assist Parent in any way necessaryuse commercially reasonable efforts to provide, proper or advisable in connection with Parent’s arrangement of the Financing, and the Company shall, and shall use commercially reasonable efforts to cause each of its Subsidiaries toand its and their respective Representatives to provide, at upon the expense reasonable request of Parent, provide such assistance and at Parent’s sole cost and expense, all commercially reasonable cooperation as Parent, Merger Sub and their Affiliates may reasonably request in connection with the arrangement of the Financing New Note Offering or any other Financing, including, as applicable, the financings and the satisfactionasset based lending facility contemplated in the Commitment Letter (including the amendment or restatement of the Parent’s existing asset based lending facility) (collectively, on a timely basis, of all conditions applicable to Parent and Merger Sub (or its or their Affiliatesthe “Applicable Financings”) in any definitive documents relating thereto connection with the transactions contemplated hereby, including, : (i) as promptly as reasonably practical: (A) furnishing to Parent Parent, its financing sources and its Representatives, to their respective Representatives with the extent reasonably available, pertinent Required Information and such financial and other information with respect to regarding the Company and its Subsidiaries as may be reasonably requested by Parent (orincluding in connection with Parent’s preparation of pro forma financial statements), and (B) informing Parent if the Company or any of its Affiliates has knowledge of any facts which could reasonably be expected to require the restatement of the financial statements described in the foregoing clause (A) for such financial statements to comply with GAAP; (ii) assisting in preparation for and participation in marketing efforts (including a reasonable number of meetings and calls), drafting sessions, rating agency presentations, road shows and accounting and other due diligence sessions (including using commercially reasonable efforts to cause the Company’s and/or its Subsidiaries’, as applicable, independent auditors to participate therein and to otherwise cooperate with the reasonable requests of Parent and Debt Providers) and sessions with prospective lenders, investors and ratings agencies and assisting Parent in obtaining ratings as contemplated by the Applicable Financing; (iii) assisting Parent with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents for the Applicable Financing, including the execution and delivery of customary representation letters in connection with bank information memoranda; (iv) providing appropriate representations in connection with the preparation of financial statements and other financial data of the Company and its Subsidiaries, requesting accountants’ consents in connection with the use of the Company’s and its Subsidiaries’ (or previously acquired entities’) financial statements in offering documents, prospectuses and other documents to be filed with the SEC and using commercially reasonable efforts to cause its independent auditors (and independent auditors of previously acquired entities, should such auditors have audited financial statements to be included in such offerings documents, prospectuses or other documents to be filed with the SEC) to issue comfort letters to the Debt Providers and other financing sources providing the Applicable Financing in a form (including as to negative assurance and change period) customarily received by underwriters or initial purchasers of debt securities, as the case may be; (v) assisting, and using commercially reasonable efforts to cause its independent auditors to assist, Parent in connection with the preparation of pro forma financial information and financial statements to the extent required by SEC rules and regulations or necessary (or reasonably available to it, GrowHow, HATLP, OCOP or PLNLrequired by Parent’s financing sources (including the Debt Providers)) and their respective operations to be included in any prospectusoffering documents; (vi) providing monthly and quarterly financial reports consistent with the Company’s and its Subsidiaries’ past practice; (vii) executing and delivering as of the Closing any pledge and security documents, offering memorandumlegal opinions, rating agency presentationsother definitive financing documents, bank book, information memorandum, lender presentation or similar document other certificates or marketing material documents as may be reasonably requested by Parent (including historical customary evidence of insurance and a certificate of the chief financial statements prepared in accordance with GAAP and projected financial statements officer of the Company for inclusion or any of its Subsidiaries with respect to solvency matters in the form set forth as an annex to the Commitment Letter) and otherwise facilitating the pledging of collateral (including cooperation in connection with the pay-off of the Funded Indebtedness and the release of related Liens and termination of security interests and cooperation in connection with Parent’s efforts to obtain environmental assessments and title insurance); (viii) providing commercially reasonable assistance to Parent to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and Contracts to which the Company or any such documentof its Subsidiaries is a party and, upon reasonable advance notice, to arrange discussions, during normal business hours and without undue interruption to the Company’s and its Subsidiaries’ businesses, among Parent, the “Required Information”)Debt Providers and their respective Representatives with other parties to material leases, encumbrances and Contracts as of the Closing; (ix) taking all commercially reasonable actions necessary to (A) permit Parent’s financing sources (including the Debt Providers) to evaluate the Company’s and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing and to assist with other collateral audits and due diligence examinations and (B) establish bank and other accounts and blocked account agreements and lock box arrangements to the extent necessary in connection with the Applicable Financing; (x) assisting the Debt Providers in obtaining field examinations and appraisals prior to the Closing Date and assisting in the preparation and delivery of such documents a customary “borrowing base certificate” on or prior to the Closing Date; (xi) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent that are necessary or customary to permit the consummation of the Applicable Financing, including any high yield debt financing; and (xii) providing at least five Business Days prior to the preparation of any pro forma financial Closing Date all documentation and other information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to about the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing), (iii) providing reasonable cooperation with prospective investors, arrangers and lenders and their respective advisors in performing their due diligence and (iv) providing all required information reasonably available to it relating to any indebtedness of the Company or its Subsidiaries whose terms require or permit it to be declared due as is required by applicable “know your customer” and payable, or provide that it becomes automatically due anti-money laundering rules and payable, prior to its stated maturity as a result of, or in connection with, regulations including without limitation the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleadingUSA PATRIOT Act. (b) In no event Notwithstanding the foregoing, nothing in this Agreement shall require any such cooperation to the extent that it would (i) require the Company or any of its Subsidiaries to enter into any financing, purchase or other agreement for the Applicable Financing that would be effective prior to the Closing or (ii) result in any officer, director or manager or other Representative of the Company or any of its Subsidiaries incurring any personal liability with respect to any matters relating to the Applicable Financing. Neither the Company nor any of its Subsidiaries shall be required to pay any commitment or similar fee or incur any other liability fees in connection with the Financing prior to the Effective Time. The requested cooperation shall not unreasonably interfere with the ongoing operations of Closing, and the Company and its Subsidiaries shall be reimbursed by Parent for any reasonable and documented out-of-pocket expenses incurred or otherwise materially impair the ability of any officer or executive of payable by the Company to carry out their duties to or any of its Subsidiaries in connection with the Company. (c) cooperation contemplated by this Section 6.6. Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries Affiliates and its and their directors, officers, employees and agents Representatives from and against any and all losses or damages Liabilities suffered or incurred by them in connection with the arrangement of the Applicable Financing or Alternate Financing (including actions taken in accordance with this Section 6.6), except (x) to the extent that such Liabilities arise out of or result from any willful misconduct or bad faith of the Company or any of its Affiliates or any Representatives of any of the foregoing or (y) to the extent of amounts paid in settlement of any such Liability if such settlement is effected without the consent of Parent (which consent shall not be unreasonably withheld or delayed). (c) The Company shall use commercially reasonable efforts to periodically update any Required Information provided to Parent as may be necessary so that such Required Information (i) is Compliant, (ii) meets the applicable requirements set forth in the definition of “Required Information” and (iii) would not, after giving effect to such update(s), result in the Marketing Period to cease to be deemed to have commenced. For the avoidance of doubt, Parent may, in order to most effectively access the financing markets, require the reasonable cooperation of the Company under this Section 6.6 at any information utilized in connection therewithtime, and from time to time and on multiple occasions, between the date hereof and the Closing; provided, howeverthat, that for the foregoing avoidance of doubt, the Marketing Period shall not apply be applicable as to each attempt to access the markets. (d) The Company hereby consents to the use of the Company’s or and its Subsidiaries’ logos in connection with the Applicable Financing; provided, that such logos are used solely in a manner that is not intended to or other Representatives’ willful misconduct reasonably likely to harm or gross negligencedisparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries.

Assistance with Financing. (a) In order Not in limitation of and subject to assist Parent in any way necessary, proper or advisable in connection with Parent’s arrangement of the FinancingSection 6.07, the Company shall, and shall cause each of its Subsidiaries to, at to the expense of Parent, provide such assistance and cooperation as Parent, Merger Sub and their Affiliates extent Purchaser may reasonably request in connection with any third-party financing Purchaser or any of its Affiliates may seek to obtain in order to fund the arrangement of transactions contemplated hereby (including, but not limited to, the Debt Financing and the satisfactionRights Offering), on a timely basis, of all conditions applicable use (and cause the Company’s Subsidiaries to Parent and Merger Sub (or its or their Affiliatesuse) in any definitive documents relating thereto including, commercially reasonable efforts to: (i) furnishing to Parent and its Representativescooperate in the preparation of any registration statement, to the extent reasonably availableprospectus, pertinent information with respect to prospectus supplement, offering memorandum or similar document, (ii) make senior management of the Company and its Subsidiaries (or, to the extent required and reasonably available to it, GrowHow, HATLP, OCOP or PLNL) and their respective operations to be included in any prospectus, offering memorandum, rating agency for customary “roadshow” presentations, bank book, information memorandum, lender presentation or similar document or marketing material (including historical financial statements prepared in accordance with GAAP and projected financial statements of the Company for inclusion in any such document, the “Required Information”), and assisting in the preparation of such documents (including the preparation of any pro forma financial information required to be included in any such document) and cooperating with and attending a reasonable number of meetings with prospective investors or lenders, (ii) requesting its independent accountants meetings and presentations to provide reasonable assistance to Parent or Merger Sub consistent with their customary practice (including to provide consent to Parent or Merger Sub to prepare and use their audit reports relating to the Company and any necessary “comfort letters” in each case on customary terms and consistent with their customary practice in connection with the Financing)rating agencies, (iii) providing reasonable cooperation cooperate with prospective investorslenders, arrangers and lenders placement agents, initial purchasers and their respective advisors in performing their due diligence and diligence, including, any environmental assessments, (iv) providing provide all financial statements and financial and other information (including footnote Table of Contents disclosures) that would be required information reasonably available in an offering of securities on a Form S-1, including without limitation three full years of financial statements audited by a “big four” auditing firm, any interim period financial statements that would be required by the SEC (reviewed in accordance with Statement of Accounting Standards (“SAS”) 100), (v) cause the Company’s accountants to it relating provide comfort letters to any indebtedness underwriters or initial purchasers consistent with SAS 72 (as amended), including without limitation standard negative assurance on any interim period or pro forma financial statements, (vi) help negotiate other definitive financing documents or other reasonably requested certificates or documents, including a customary certificate of the chief financial officer of the Company or with respect to solvency matters, legal opinions and real estate title documentation, and (vii) commencing upon the execution of this Agreement, allow reasonable access to its Subsidiaries whose terms require or permit it financial and accounting personnel and provide access to preliminary financial statements and other financial information to be declared due and payable, or provide that it becomes automatically due and payable, prior to its stated maturity as a result of, or in connection with, the Offer or the Merger. The Company will use its reasonable best efforts to update the Required Information from time to time as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading. (b) In no event shall the Company or its Subsidiaries be required to pay any commitment or similar fee or incur any other liability used in connection with the Financing prior preparation of pro forma financial information. Notwithstanding anything to the Effective Time. The requested cooperation contrary contained in this Agreement, (I) any actions taken pursuant to this Section 6.10 shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability constitute a breach of any officer or executive other provision of the Company to carry out their duties to the Company. this Agreement and (cII) Parent and Merger Sub shall indemnify and hold harmless the Company and its Subsidiaries and its and their directors, officers, employees and agents from and against any and all losses out-of-pocket third party costs and expenses associated with such actions shall not constitute Company Transaction Expenses and shall be borne by Purchaser whether or damages suffered or incurred by them not the transactions contemplated hereby are consummated. The Company shall use commercially reasonable efforts to provide the financial statements described in connection with clause (iv) above as of and for the arrangement year ended December 31, 2004 no later than March 15, 2005 and, if required, as of and for the quarter ended March 31, 2005 no later than May 15, 2005, and, if required, as of and for the quarter ended June 30, 2005, no later than August 9, 2005. Subject to the consent of the Financing and any information utilized in connection therewith; providedCompany, however, that the foregoing which shall not apply to be unreasonably withheld, Purchaser may use the Company’s name and logo in a registration statement, prospectus, prospectus supplement, offering memorandum or its Subsidiaries’ similar document related to the Debt Financing or other Representatives’ willful misconduct or gross negligencethe Rights Offering.