Appointment and Authority of Manager. Provider appoints and engages Manager as Provider’s sole and exclusive agent for the management and administration of the business functions and business affairs of Provider Headquarters and the Wound Care Business, and Manager accepts such appointment and engagement. Provider delegates, grants and conveys to Manager sole responsibility and commensurate authority to provide Management Services for Provider Headquarters and the Wound Care Business. Provider expressly authorizes Manager to provide the Management Services in any reasonable manner Manager deems appropriate to meet the day-to-day requirements of the business functions of Provider while also promoting the best interests of Provider. For the avoidance of doubt, nothing in this Agreement, however, shall be interpreted to authorize Manager to sell, license or otherwise transfer any interest in any assets of the Non Wound Care Business, including any technology, therapies, or other Intellectual Property Rights of the Non Wound Care Business.

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, except in the event that Manager breaches this Agreement, 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 Headquarters and the Wound Care Business. Manager shall not act as Provider’s attorney-in-fact or agent with respect to Non Wound Care Business. 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 with respect to Provider Headquarters and Wound Care Business shall include but not limited to the following authority and duty: