Within thirty (30) Days of the expert’s appointment, the expert shall receive a brief from each of the Parties which explains fully such Party’s position and valuation.

Each [[Organization C:Organization]] hereby designates [[Organization D:Organization]] to act as [[Organization B:Organization]] for such [[Organization C:Organization]] under this Agreement and the Other Documents. Each [[Organization C:Organization]] hereby irrevocably authorizes [[Organization B:Organization]] to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of [[Organization B:Organization]] by the terms hereof and thereof and such other powers as are reasonably incidental thereto and [[Organization B:Organization]] shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in the Fee Letter as being for the sole benefit of [[Organization B:Organization]]), charges and collections (without giving effect to any collection days) received pursuant to this Agreement, for the ratable benefit of Lenders. [[Organization B:Organization]] may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes), [[Organization B:Organization]] shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding; provided, however, that [[Organization B:Organization]] shall not be required to take any action which exposes [[Organization B:Organization]] to liability or which is contrary to this Agreement or the Other Documents or Applicable Law

Appointment. Lender shall act in accordance with the terms of the Credit Agreement. Lender may exercise or refrain from exercising any rights (including making demands and giving notices) and take or refrain from taking any action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. Lender may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence of any such agents or attorneys-in-fact selected by it in good faith, but shall be liable for the gross negligence or willful misconduct of such agents and attorneys-in-fact.

Appointment. Each Limited Partner hereby makes, constitutes and appoints the General Partner his true and lawful attorney-in-fact for him and in his name, place and stead and for his use and benefit, from time to time:

Appointment. Each Canadian Subsidiary, or Domestic Subsidiary, or U.K. Subsidiary, as applicable, of [[Released U.K. Borrowers:Organization]] that is or becomes a “Designated Borrower” pursuant to this Section 2.18 hereby irrevocably appoints [[Released U.K. Borrowers:Organization]] to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that # [[Released U.K. Borrowers:Organization]] may execute such documents on behalf of such Designated Borrower as [[Released U.K. Borrowers:Organization]] deems appropriate in its sole discretion and each Designated Borrower shall be obligated by all of the terms of any such document executed on its behalf, # any notice or communication delivered by any Agent or any Lender to [[Released U.K. Borrowers:Organization]] shall be deemed delivered to such Designated Borrower, and # any Agent or any Lender may accept, and be permitted to rely on, any document, instrument or agreement executed by [[Released U.K. Borrowers:Organization]] on behalf of any such Designated Borrower.

APPOINTMENT. The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

Appointment. Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes [[Administrative Agent:Organization]] to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Loan Document governed by the laws of such jurisdiction on such Lender’s behalf.

Appointment. Holder irrevocably authorizes the Company to deposit with you any certificates evidencing Shares (as defined in the Agreement) to be held by you hereunder and any additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions, “Shares” shall be deemed to include any additional or substitute property. Holder does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Shares all documents necessary or appropriate to make such Shares negotiable and to complete any transaction herein contemplated. Subject to the provisions of this Section 1 and the terms of the Agreement, Holder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by you.

The Actuarial Expert shall resolve the dispute regarding such item or items within thirty (30) days following his or her engagement by the parties; provided, however, that the dollar amount of each amount in dispute will be determined within the range of dollar amounts proposed by the parties. The determinations by the Actuarial Expert as to the items in dispute shall # be based on presentations and written submissions by the Ceding Company and the Reinsurer to the Actuarial Expert and not by independent review, and # be in writing and set forth in reasonable detail the basis for the Actuarial Expert’s final determination of any disputed amount or item based on actuarial standards of practices, the terms of this Agreement and the Reinsured Policies, and consistent with Ceding Company SAP. Absent manifest error, such determinations by the Actuarial Expert shall be conclusive and binding upon the parties as if such determination had been embodied in a final and binding arbitral award, and any party may petition a court having jurisdiction over the parties and subject matter to confirm such determination to final judgment or to vacate such determination pursuant to the Federal Arbitration Act. The Ceding Company and the Reinsurer shall each bear one half of the fees and expenses of the Actuarial Expert. The parties agree that the Actuarial Expert shall have no authority to impose any punitive, exemplary or consequential damage awards on either of the parties hereto.

any judicial, administrative or other proceedings to aid the expert determination, mediation, or arbitration commenced pursuant to this Agreement; and

any attorney, public accountant, or other person as to matters which the Officer reasonably believes to be within such person’s professional or expert competence.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints CNB as its representative under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the ​ (and the Bank Product Providers) on the express conditions contained in this Article X. The provisions of this Article X (other than Section 10.9 and Section 10.11) are solely for the benefit of Agent, and the ​, and Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent; it being expressly understood and agreed that the use of the word “Agent” is for convenience only, that CNB is merely the representative of the ​, and only has the contractual duties set forth herein. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, ​ agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: # maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, and related matters, # execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, # make Loans, for itself or on behalf of ​ as provided in the Loan Documents, # exclusively receive, apply, and distribute the Collections of Borrower and its Subsidiaries as provided in the Loan Documents, # open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrower and its Subsidiaries, # perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and # incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Provision of Services. The Company and ​ hereby appoints the Manager to perform the following services all at Manager’s sole cost and expense (collectively, the “Services”):

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.

Appointment and Authority of PTG. Provider appoints and engages PTG as Provider’s sole and exclusive agent for the management and administration of the business functions and business affairs of the Non Wound Care Business, and PTG accepts such appointment and engagement. Among other undertakings, PTG assumes responsibility for payment of all Non Wound Care Business Expenses when due, and Provider and Manager shall allocate to the account of the Non Wound Care Business and promptly pay over to its bank any and all revenue realized by reason of the operations of the Non Wound Care Business. In the event of any conflict between policies or practices adopted for Provider by Provider Headquarters and policies or practices adopted by the Non Wound Care Business, Manager and PTG will negotiate in good faith a compromise that will serve the interests of each. Failing accomplishment of a compromise after a thirty day period of negotiations, the policy or practice of Provider Headquarters shall govern. PTG shall be entitled to transfer any and all Non Wound Care Assets or Non Wound Care Business to itself, an affiliate, or any third party, subject only to Section IV of the Operations Agreement among PTG, Provider, ​, and Healthech Wound Care, Inc.

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, 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. 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.

Each ​ hereby irrevocably appoints, designates and authorizes the [[Administrative Agent:Organization]] to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the [[Administrative Agent:Organization]] shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the [[Administrative Agent:Organization]] have or be deemed to have any fiduciary relationship with any ​ or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the [[Administrative Agent:Organization]]. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the [[Administrative Agent:Organization]] is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

The appointment of a trustee, receiver or other custodian, for any part of Mountain High’s property, which appointment is not discharged within 30 days.