Agent Professionals Agent may perform its duties through agents and employees Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care

Additional Provider Professionals. Provider shall use its best efforts to provide any additional Provider Professionals and/or make scheduling changes required by the level of laboratory research activity anticipated by Provider in consultation with Manager.

Agent Professionals: attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.

Architect and Other Design Professionals. ​ shall deliver to ​ fully executed copies of the Architect’s Contract and Other Design Professional’s Agreements, which agreements shall be approved by ​ in its reasonable discretion for the design of the Project. ​’s Architect and Other Design Professionals shall have executed and delivered to ​ an original certificate, consenting to the assignment of the Architect’s Contract and the Other Design Professional’s Agreements, substantially in the form of [Exhibit 2.17](i)(iii).

#​’s Work. The other design professionals engaged by ​ (other than Architect) or by the Architect (as provided below) in connection with the ​’s Work shall be subject to ​’s prior approval, which shall not unreasonably be withheld. If ​ disapproves the any proposed design professionals, ​'s notice of disapproval shall describe with reasonable specificity the basis for such disapproval and the changes that would be necessary to resolve ​'s objections. If ​ does not receive ​’s response or if

Agent. Ford Credit hereby irrevocably designates Ford as its sole and exclusive agent and attorney-in-fact to take such action (including execution of documents) as Ford, in its sole discretion, may deem appropriate in any and all matters (including Audits) relating to any Tax Return described in Section 2.1 of this Agreement.

Agent. For purposes of this Agreement, the term “agent” of the Company means any person who: # is or was a director, officer, employee or other fiduciary of the Company, the Parent or another affiliate of the Company; or # is or was serving at the request or for the convenience of, or representing the interests of, the Company, the Parent or another affiliate of the Company, as a director, officer, employee or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.

“Provider Professionals – WC” shall mean all Provider Professionals participating in the operations of the Wound Care Business.

1.01Appointment and Authorization of the Administrative Agent.

Borrower Agent. Each Borrower hereby designates Borrower Agent as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications with Agent, Bank or any Lender, preparation and delivery of Borrowing Base Certificates and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect compliance with covenants), and all other dealings with Agent, Bank or any Lender. Borrower Agent, Agent and the Lenders hereby accept such appointment. Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by Borrower Agent on behalf of any Borrower. Agent and Lenders may give any notice or communication with a Borrower hereunder to Borrower Agent on behalf of any Borrower. Agent and Lenders may give any notice or communication, with a Borrower hereunder to Borrower Agent on behalf of such Borrower. Agent shall have the right, in its discretion, to deal exclusively with Borrower Agent for any and all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it.