Appointment as Agent; Power of Attorney. Subject to the terms of this Section 3.1, Provider appoints Manager, for the Term of this Agreement and to the extent necessary beyond

Appointment as Agent; Power of Attorney. Subject to the terms of this Section 3.1, Provider appoints Manager, for the Term of this Agreement and to the extent necessary beyond that Term to complete any and all billing and collection work accrued as of the termination date, as Provider’s exclusive true and lawful agent and attorney-in-fact. Provider grants to Manager an exclusive and irrevocable power of attorney to act for Provider and in Provider’s name (in any way Provider could act) with respect to all matters related to the management and administration of the business functions and business affairs of Provider. Manager accepts such exclusive and irrevocable power of attorney and appointment. Manager will have authority to exercise all of the power granted to Manager as the agent for Provider in the name of Provider with respect to all of Provider’s interests covered by the granted power. Manager acknowledges that it is at risk regarding the profitability and/or loses incurred by Provider during the term of this agreement to the extent of the Management Fee. Manager may act through itself in person or through others reasonably employed by Manager for that purpose, and will have authority to sign and deliver all instruments, negotiate and enter into all agreements, and do all other acts reasonably necessary to implement the exercise of the powers granted to Manager. Manager’s powers and responsibilities shall include but not limited to the following authority and duty: