Common use of Appointment of Borrower Representative Clause in Contracts

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of BorrowingBorrowing and Borrowing Base Certificates, give and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All collections of a Borrower, shall be remitted or issued to or for the account each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Agent and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, Notices of LC Credit Events and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, and LC Issuer may provide such Letters of Credit for the account of a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, or the issuance of any Letter of Credit requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders and LC Issuer with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent and Lenders Lxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent Lender may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby hxxxxx accepts the appointment by Borrowers Bxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.92.11. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a BorrowerBorrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such BorrowerBxxxxxxx. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders Lender with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers Bxxxxxxxx shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring resigning or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give Notices of LC Credit Events and Borrowing Base Certificates, and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All Letters of a Borrower, Credit and Support Agreements issued hereunder shall be remitted or issued at Borrower Representative’s request therefor and shall be allocated to or for the appropriate Borrower’s Intercompany Loan account by Borrower Representative. All collections of each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Administrative Agent and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give Notices of LC Credit Events and Borrowing Base Certificates, and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All Letters of a Borrower, Credit and Support Agreements issued hereunder shall be remitted or issued at Borrower Representative’s request therefor and shall be allocated to or for the appropriate Borrower’s Intercompany Loan account by Borrower Representative. All collections of each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Agent and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby hxxxxx accepts the appointment by Borrowers Bxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.92.11. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a BorrowerBorrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such BorrowerBxxxxxxx. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers Bxxxxxxxx shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring resigning or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, Notices of LC Credit Events and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, and LC Issuer may provide such Letters of Credit for the account of a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, or the issuance of any Letter of Credit requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders and LC Issuer with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ ' prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “"Borrower Representative” means " shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s 's appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower and Related Party hereby irrevocably appoints and constitutes designates the Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes (as applicable) of such Borrower and any other Borrowersissuing Requests for Advances, deliver Notices of Borrowing, give giving instructions with respect to the disbursement of the proceeds of the Loans Loan Advances, effecting repayment of the Loans, and giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and Related Party under the other Financing Loan Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent such appointment. Administrative Agent and attorney-in-fact of Borrowers each Lender Party may regard any notice or other communication pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Loan Document from Borrower Representative as its agent a notice or communication from all Borrowers and Related Parties, and shall give any notice or communication required or permitted to receive statements be given to any Borrower or Related Party hereunder to Borrower Representative on account behalf of such Borrower or Related Party. Each Borrower and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Related Party agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and Related Party and shall be binding upon and enforceable against such Borrower and Related Party to the same extent as if the same had been made or delivered directly by such Borrower. Borrower or Related Party. The Borrowers may, upon fifteen (e15) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ days prior written notice to Agent. If Administrative Agent by each of the Borrower Representative resigns under this AgreementBorrowers, Borrowers shall be entitled to appoint a successor substitute Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminatedto Administrative Agent.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans and Letters of Credit pursuant to this Agreement in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing DocumentsBorrower. The Administrative Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case Borrower and provide such Letters of Credit to a Borrower as Borrower Representative may designate or direct, without notice to any other BorrowerBorrower or Guarantor. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant and agrees to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time to a Borrower requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued paid to or for the account of such Borrower. (c) , or the issuance of any Letter of Credit for a Borrower hereunder, shall be paid to or for the account of such Borrower. Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, the Agents and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) . Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any other Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) . No resignation by or purported termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Daysdays’ prior written notice to Administrative Agent and Collateral Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.92.11. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a BorrowerBorrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring resigning Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring resigning or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) 17.1.1 Each Borrower Loan Party hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans (until Payment in the name Full or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers a change pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (bSection 17.1.4) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to request and receive the proceeds of advances in respect of the Loans (and to otherwise act on behalf of that Loan Party pursuant to this Agreement and the other Loan Documents) from the Lenders in the name or on behalf of that Loan Party. Administrative Agent may disburse those proceeds to the bank account of Borrower Representative (or any other Borrower) without notice to any other Borrower or any other Loan Party. 17.1.2 Each Loan Party hereby irrevocably (until Payment in Full or a change pursuant to Section 17.1.4) appoints and constitutes the Borrower Representative as its agent to (a) receive statements on of account and all other notices from Agent, Lenders Administrative Agent with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents, (b) execute and deliver Compliance Certificates and all other notices, certificates and documents to be executed and/or delivered by any Loan Party under this Agreement or the other Loan Documents; and (c) otherwise act on behalf of that Loan Party pursuant to this Agreement and the other Loan Documents. (d) Any 17.1.3 The authorizations contained in this Section 17 are coupled with an interest and are irrevocable until Payment in Full or a change pursuant to Section 17, and Administrative Agent may rely on any notice, electionrequest, representationinformation supplied by the Borrower Representative, warrantyevery document executed by the Borrower Representative, every agreement made by the Borrower Representative or undertaking made or delivered other action taken by or on behalf the Borrower Representative in respect of any Borrower by Borrower Representative shall be deemed for all purposes to have been or other Loan Party as if the same were supplied, made or delivered taken by such Borrowerthat Borrower or Loan Party. Without limiting the generality of the foregoing, as the case may be, and shall be binding upon and enforceable against such failure of one or more Borrowers or other Loan Parties to join in the execution of any writing in connection with this Agreement will not relieve any Borrower to the same extent as if made or delivered directly by such Borrowerother Loan Party from obligations in respect of that writing. (e) 17.1.4 No resignation by or purported termination of or change in the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall will be effective, except after ten (10) Business Days’ effective without the prior written notice to consent of Administrative Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of BorrowingBorrowing and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Xxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby xxxxxx accepts the appointment by Borrowers Xxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers Xxxxxxxxx shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give and giving instructions with respect to the disbursement of the proceeds of the Loans Term Loan, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All collections of a Borrower, shall be remitted or issued to or for the account each Borrower in respect of proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Lender and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving give and receiving receive all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans and other Obligations in the name or on behalf of such Borrower and any other Borrowers, deliver requests for Borrowings Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent (including any Third Party Agent, as applicable) and Lenders may disburse the Loans to such bank account or Deposit Account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.92.13. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and/or Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent (and, during any Third Party Agent Retention Period, also to the Third Party Agent) and the Lenders. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent and Lenders Lender may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent Lender may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a BorrowerBorrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders Lender with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to AgentLender. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent Lender as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give Borrowing and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All collections of a Borrower, shall be remitted or issued to or for the account each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Agent and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.92.11. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a BorrowerBorrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring resigning Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring resigning or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All proceeds of a Borrower, Collateral of each Borrower received by Administrative Agent and applied to the Obligations shall be remitted deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or issued other communication pursuant to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of BorrowingBorrowing and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving give and receiving receive all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower Credit Party hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower Credit Party and any other BorrowersCredit Party, deliver Notices of BorrowingBorrowing and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Term Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Lxxxxxx may disburse the Term Loans to such bank account of Borrower Representative or a Borrower Credit Party or otherwise make such Loans to a BorrowerCredit Party, in each case as Borrower Representative may designate or direct, without notice to any other BorrowerCredit Party. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower Credit Party be disbursed directly to an operating account of such BorrowerCredit Party. (b) Borrower Representative hereby hxxxxx accepts the appointment by Borrowers the Credit Parties to act as the agent and attorney-in-fact of Borrowers the Credit Parties pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Term Loans that are at any time requested by or to be remitted to or for the account of a BorrowerCredit Party, shall be remitted or issued to or for the account of such BorrowerCredit Party. (c) Each Borrower Credit Party hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower Credit Party by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower Credit Party to the same extent as if made or delivered directly by such BorrowerCredit Party. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers the Credit Parties shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, , in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, covenant, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower.. MidCap / Aptevo Therapeutics / Term Credit and Security Agreement \DC - 036639/000031 - 8550121 v15 (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) The Borrowers maintain an integrated cash management system reflecting their interdependence on one another and the mutual benefits shared among them as a result of their respective operations. In order to efficiently fund and operate their respective businesses and minimize the number of borrowings which they will make under this Agreement and thereby reduce the administrative costs and record keeping required in connection therewith, including the necessity to enter into and maintain separately identified and monitored borrowing facilities, the Borrowers have requested, and the Administrative Agent and the Lenders have agreed that, subject to Section 11.18 hereof, all Loans will be advanced to and for the account of the Borrowers on a joint and several basis pursuant to the wire transfer instructions specified herein Borrower Representative. Each Borrower hereby acknowledges that it will be receiving a direct benefit from each Loan made and each Letter of Credit and issued pursuant to this Agreement. (b) Each Borrower hereby irrevocably appoints designates, appoints, authorizes and constitutes empowers TRM as the “Borrower Representative Representative” for all purposes under this Agreement, as its agent to act as specified in this Agreement and attorney-in-fact each of the other Loan Documents and the Borrower Representative hereby acknowledges such designation, authorization and empowerment, and accepts such appointment. Each Borrower hereby irrevocably authorizes and directs the Borrower Representative to request take such action on its behalf under the provisions of this Agreement and receive Loans in the name other Loan Documents, and any other instruments, documents and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Borrower Representative by the respective terms and provisions hereof and thereof, and such other powers as are reasonably incidental thereto, including, without limitation, to take the following actions for and on such Borrower’s behalf: (i) to submit on behalf of such each Borrower Loan Notices (and any other Borrowers, deliver Eurocurrency Rate Loan Notices of Borrowing, give instructions with respect Continuations) to the disbursement Administrative Agent in accordance with the provisions of this Agreement; (ii) to receive on behalf of each Borrower the proceeds of the Loans in accordance with the provisions of this Agreement, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant such proceeds to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans be disbursed to or for the account of any the applicable Borrower be disbursed directly to an operating account of such Borrower.as soon as practicable after its receipt thereof; (biii) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent submit on behalf of and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower requests for the issuance of Letters of Credit in accordance with the provisions of this Agreement, each such request for the issuance of a Lender Letter of Credit to be submitted by the Borrower Representative as soon as practicable after its receipt of a request to do so from any Borrower; and (iv) to submit on behalf of each Borrower, shall Compliance Certificates, Excess Cash Flow Certificates and all other certificates, notices and other communications given or required to be remitted or issued given hereunder. The Borrower Representative is further authorized and directed by each Borrower to take all such actions on behalf of such Borrower necessary to exercise the specific power granted in clauses (i) through (iv) above and to perform such other duties hereunder and under the other Loan Documents, and deliver such documents as delegated to or for required of the account Borrower Representative by the terms hereof or thereof. The administration by the Administrative Agent and Lenders of such Borrowerthe credit facility under this Agreement as a co-borrowing facility with a borrower agent or representative in the manner set forth herein is solely as an accommodation to the Borrowers and at their request and neither the Administrative Agent nor any Lender shall incur any liability to any Borrowers or the Borrower Representative as a result thereof. (c) Each Borrower hereby irrevocably appoints If and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns is a party to any merger, consolidation or other transaction permitted under this AgreementAgreement such that the Borrower Representative is not the surviving entity, the Borrowers shall be entitled to appoint a successor replacement Borrower Representative (which shall be a from among the remaining Borrowers, such replacement Borrower and shall Representative to be reasonably acceptable to Agent as such successor)Administrative Agent. Upon Nothing in this subsection 2.14(c) shall constitute Administrative Agent’s or any Lender’s consent to, or waiver of any Event of Default arising from, any merger, consolidation or other transaction involving the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the that violates any term “Borrower Representative” means such successor Borrower Representative for all purposes or provision of this Agreement and the or any other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminatedLoan Document.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby xxxxxx accepts the appointment by Borrowers Xxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.92.11. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a BorrowerBorrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such BorrowerXxxxxxxx. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring resigning Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring resigning or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Lxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) . Borrower Representative hereby hxxxxx accepts the appointment by Borrowers Bxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) . Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) . Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) . No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers Bxxxxxxxx shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give and giving instructions with respect to the disbursement of the proceeds of the Loans Term Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All collections of a Borrower, shall be remitted or issued to or for the account each Borrower in respect of proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Lender and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent and Lenders Lender may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent Lender may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.92.11. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a BorrowerBorrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders Lender with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to ​ have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to AgentLender. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent Lender as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “"Borrower Representative” means " shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving give and receiving receive all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower.. MidCap / Sientra / A&R Credit and Security Agreement (Revolving) \DC - 036639/000049 - 14174740 v12 (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) The Borrowers maintain an integrated cash management system reflecting their interdependence on one another and the mutual benefits shared among them as a result of their respective operations. In order to efficiently fund and operate their respective businesses and minimize the number of borrowings which they will make under this Agreement and thereby reduce the administrative costs and record keeping required in connection therewith, including the necessity to enter into and maintain separately identified and monitored borrowing facilities, the Borrowers have requested, and the Administrative Agent and the Lenders have agreed that, subject to Section 11.18 hereof, all Loans will be advanced to and for the account of the Borrowers on a joint and several basis pursuant to the wire transfer instructions specified herein Borrower Representative. Each Borrower hereby acknowledges that it will be receiving a direct benefit from the Term Loan made pursuant to this Agreement. (b) Each Borrower hereby irrevocably appoints designates, appoints, authorizes and constitutes empowers TRM as the “Borrower Representative Representative” for all purposes under this Agreement, as its agent to act as specified in this Agreement and attorney-in-fact each of the other Loan Documents and the Borrower Representative hereby acknowledges such designation, authorization and empowerment, and accepts such appointment. Each Borrower hereby irrevocably authorizes and directs the Borrower Representative to request take such action on its behalf under the provisions of this Agreement and receive Loans in the name other Loan Documents, and any other instruments, documents and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Borrower Representative by the respective terms and provisions hereof and thereof, and such other powers as are reasonably incidental thereto, including, without limitation, to take the following actions for and on such Borrower’s behalf: (i) to submit on behalf of such Borrower and any other Borrowers, deliver each Eurocurrency Rate Loan Notices of Borrowing, give instructions with respect Continuations to the disbursement Administrative Agent in accordance with the provisions of this Agreement; (ii) to receive on behalf of each Borrower the proceeds of the Loans in accordance with the provisions of this Agreement, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant such proceeds to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans be disbursed to or for the account of any the applicable Borrower as soon as practicable after its receipt thereof; and (iii) to submit on behalf of each Borrower, Compliance Certificates, Excess Cash Flow Certificates and all other certificates, notices and other communications given or required to be disbursed directly given hereunder. The Borrower Representative is further authorized and directed by each Borrower to an operating account take all such actions on behalf of such Borrower. Borrower necessary to exercise the specific power granted in clauses (bi) through (iii) above and to perform such other duties hereunder and under the other Loan Documents, and deliver such documents as delegated to or required of the Borrower Representative hereby accepts by the appointment terms hereof or thereof. The administration by the Administrative Agent and Lenders of the credit facility under this Agreement as a co-borrowing facility with a borrower agent or representative in the manner set forth herein is solely as an accommodation to the Borrowers and at their request and neither the Administrative Agent nor any Lender shall incur any liability to act as any Borrowers or the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of as a Borrower, shall be remitted or issued to or for the account of such Borrowerresult thereof. (c) Each Borrower hereby irrevocably appoints If and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns is a party to any merger, consolidation or other transaction permitted under this AgreementAgreement such that the Borrower Representative is not the surviving entity, the Borrowers shall be entitled to appoint a successor replacement Borrower Representative (which shall be a from among the remaining Borrowers, such replacement Borrower and shall Representative to be reasonably acceptable to Agent as such successor)Administrative Agent. Upon Nothing in this subsection 2.14(c) shall constitute Administrative Agent’s or any Lender’s consent to, or waiver of any Event of Default arising from, any merger, consolidation or other transaction involving the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the that violates any term “Borrower Representative” means such successor Borrower Representative for all purposes or provision of this Agreement and the or any other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminatedLoan Document.

Appointment of Borrower Representative. (a) 1.1.1 Each Borrower Loan Party hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans (until Payment in the name Full or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers a change pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (bSection 17.1.4) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to request and receive the proceeds of advances in respect of the Loans (and to otherwise act on behalf of that Loan Party pursuant to this Agreement and the other Loan Documents) from the Lenders in the name or on behalf of that Loan Party. Administrative Agent may disburse those proceeds to the bank account of Borrower Representative (or any other Borrower) without notice to any other Borrower or any other Loan Party. 1.1.2 Each Loan Party hereby irrevocably (until Payment in Full or a change pursuant to Section 17.1.4) appoints and constitutes the Borrower Representative as its agent to (a) receive statements on of account and all other notices from Agent, Lenders Administrative Agent with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents, (b) execute and deliver Compliance Certificates and all other notices, certificates and documents to be executed and/or delivered by any Loan Party under this Agreement or the other Loan Documents; and (c) otherwise act on behalf of that Loan Party pursuant to this Agreement and the other Loan Documents. (d) Any 1.1.3 The authorizations contained in this Section 17 are coupled with an interest and are irrevocable until Payment in Full or a change pursuant to Section 17, and Administrative Agent may rely on any notice, electionrequest, representationinformation supplied by the Borrower Representative, warrantyevery document executed by the Borrower Representative, every agreement made by the Borrower Representative or undertaking made or delivered other action taken by or on behalf the Borrower Representative in respect of any Borrower by Borrower Representative shall be deemed for all purposes to have been or other Loan Party as if the same were supplied, made or delivered taken by such Borrowerthat Borrower or Loan Party. Without limiting the generality of the foregoing, as the case may be, and shall be binding upon and enforceable against such failure of one or more Borrowers or other Loan Parties to join in the execution of any writing in connection with this Agreement will not relieve any Borrower to the same extent as if made or delivered directly by such Borrowerother Loan Party from obligations in respect of that writing. (e) 1.1.4 No resignation by or purported termination of or change in the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall will be effective, except after ten (10) Business Days’ effective without the prior written notice to consent of Administrative Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, covenant, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be be (a) MidCap / Aptevo Therapeutics / Amended and Restated Credit and Security Agreement \\DC - 036639/000031 - 12505399 reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver Notices of Borrowing, give giving instructions with respect to and receiving the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All Letters of a Borrower, Credit and Support Agreements issued hereunder shall be remitted issued at Borrower Representative’s request therefor and shall be allocated to the appropriate Borrower’s Intercompany Loan account by Borrower Representative. All collections of each Borrower in respect of Accounts and other proceeds of Collateral of each Borrower received by Administrative Agent and applied to the Obligations shall be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or issued other communication pursuant to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, Notices of LC Credit Events and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, and LC Issuer may provide such Letters of Credit for the account of a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, or the issuance of any Letter of Credit requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders Lenders, and LC Issuer with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower.. MidCap / Cerus / Credit, Security and Guaranty Agreement (Term Loan) \DC - 036639/000093 - 13934788 v5 202344533 v5 (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) [***] Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other MidCap / HTG / Credit and Security Agreement (Revolving Loan) \\DC - 036639/000001 - 12092487 Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, covenant, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably MidCap / Aptevo Therapeutics / Credit and Security Agreement acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent and Lenders Xxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent Lender may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby xxxxxx accepts the appointment by Borrowers Xxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.92.11. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a BorrowerBorrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such BorrowerXxxxxxxx. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders Lender with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to AgentXxxxxx. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent Xxxxxx as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “"Borrower Representative” means " shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to (i) request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, (ii) deliver Notices of Borrowing, and Borrowing Base Calculations, (iii) give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving (iv) give and receiving receive all other notices and consents hereunder or under any of the other Financing Documents Loan Documents, and taking (v) take all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby hxxxxx accepts the appointment by Borrowers Bxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.92.11. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a BorrowerBorrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such BorrowerBxxxxxxx. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, covenant, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successorsuccessor Borrower Representative). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring resigning Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring resigning or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of BorrowingBorrowing and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Xxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) . Borrower Representative hereby xxxxxx accepts the appointment by Borrowers Xxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) . MidCap / ATEC / Credit, Security and Guaranty Agreement Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) . Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) . No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers Xxxxxxxxx shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans and Letters of Credit pursuant to this Agreement in the name or on behalf of such Borrower and any other BorrowersBorrower. The Administrative Agent, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent Issuing Bank and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case Borrower and provide such Letters of Credit to a Borrower as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant and agrees to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time to a Borrower requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued paid to or for the account of such Borrower. (c) , or the issuance of any Letter of Credit for a Borrower hereunder, shall be paid to or for the account of such Borrower. Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from the Administrative Agent, Co-Collateral Agents, Issuing Bank and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) . Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any other Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) . No resignation by or purported termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ days prior written notice to Administrative Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, "INTERCOMPANY LOANS"). All proceeds of a Borrower, Collateral of each Borrower received by Administrative Agent and applied to the Obligations shall be remitted deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or issued other communication pursuant to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Lxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower.. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Revolving Loan) (b) Borrower Representative hereby hxxxxx accepts the appointment by Borrowers Bxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers Bxxxxxxxx shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably designates, appoints and constitutes Borrower Representative as its representative, agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower RepresentativeAdministrative Loan Party’s appointment, powers and duties as Borrower Representative Administrative Loan Party shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Flex Leasing Power & Service LLC, a Delaware limited liability company (in such capacity, the “Borrower Representative Representative”), as its agent and attorney-in-fact to request and receive Loans the proceeds of any Loan, Letter of Credit or any other extension of credit hereunder (and to otherwise act on behalf of such Borrower pursuant to this Agreement and the other Loan Documents) from the Lenders in the name or on behalf of each such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing DocumentsBorrower. Agent and The Lenders may disburse the Loans such proceeds only to such a bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at Borrower or any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrowerother Loan Party. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower Loan Party hereby irrevocably appoints and constitutes the Borrower Representative as its agent to (i) receive statements on of account and all other notices from Agent, Lenders Administrative Agent with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents; (ii) execute and deliver Borrowing Base Reports and all other notices, certificates and documents to be executed and/or delivered by any Loan Party under this Agreement or the other Loan Documents; and (iii) otherwise act on behalf of such Loan Party pursuant to this Agreement and the other Loan Documents. (c) The authorizations contained in this Section 2.13 are coupled with an interest and shall be irrevocable, and the Lenders may rely on any notice, request, information supplied by the Borrower Representative, every document executed by the Borrower Representative, every agreement made by the Borrower Representative or other action taken by the Borrower Representative in respect of any Borrower or other Loan Party as if the same were supplied, made or taken by such Borrower or such Loan Party. Without limiting the generality of the foregoing, the failure of one or more Borrowers or other Loan Parties to join in the execution of any writing in connection herewith shall not relieve any Borrower or other Loan Party from obligations in respect of such writing. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf No purported termination of any Borrower by the appointment of the Borrower Representative as agent shall be deemed for all purposes to have been made or delivered by such Borrower, as effective without the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrowerprior written consent of Administrative Agent. (e) No resignation Any notice given by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreementhereunder shall constitute and be deemed to be notice given by or to all Borrowers, Borrowers jointly and severally. Notice given by Administrative Agent to the Borrower Representative hereunder or pursuant to any other Loan Documents in accordance with the terms hereof or thereof shall constitute notice to all Borrowers. The knowledge of any Borrower shall be entitled imputed to appoint a successor all Borrowers and any consent by the Borrower Representative (which or any Borrower shall be a Borrower constitute the consent of and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor bind all Borrowers. (f) The Borrower Representative hereunder, such successor hereby accepts the appointment by each Loan Party to act as the agent of the Loan Parties pursuant to this Section 2.13. The Borrower Representative shall succeed ensure that the disbursement of any Loans, the issuance of any Letters of Credit or other extension of credit hereunder to all each Borrower requested by or paid to or for the rights, powers and duties account of the retiring such Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminatedpaid to or for the account of such Borrower.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver Notices of Borrowing, give giving instructions with respect to the disbursement of the proceeds of the Loans Loan, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including CHICAGO/#2502765.12 in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are at any time requested by the Loan made hereunder shall be advanced to the Borrower Representative or to the Borrower or Borrowers identified by the Borrower Representative and shall be remitted to or used by the applicable Borrower in its business (for the account of purposes provided in this Agreement). If the Borrower Representative has not identified a BorrowerBorrower to whom such advance is to be made, it shall be remitted deemed to be immediately advanced by Borrower Representative to the appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Agent and each Lender may regard any notice or issued other communication pursuant to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Xxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby xxxxxx accepts the appointment by Borrowers Xxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) [***] Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers Xxxxxxxxx shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent on its behalf for the purposes of issuing Borrowing Base Reports, and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give giving instructions with respect to the disbursement of the proceeds of the Loans Revolving Advances, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Loan Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at no Borrower other than Borrower Representative shall be entitled to take any time and from time to time require that Loans of the foregoing actions. The proceeds of each Revolving Advance made hereunder shall be advanced to or for at the account direction of Borrower Representative; provided, however, at no time shall Borrower Representative or any other Borrower be disbursed directly permit the outstanding Revolving Advances actually advanced to an operating account a Borrower and used in its business exceed the Eligible Receivables of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers The Lender may regard any notice or other communication pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Loan Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall will be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. The parties are signing this Revolving Loan and Security Agreement as of the date stated in the preamble. By: Name: Xxxxxx X. Xxxxxxxxx Title: Vice President By: Name: Xxxxxx X. Xxxxxxxxx Title: Vice President By: Name: Xxxxxx X. Xxxxxxxxx Title: Vice President By: Name: Xxxxxx X. Xxxxxxxxx Title: Vice President By: Name: Xxxxxx X. Xxxxxxxxx Title: Vice President By: Name: Xxxxxx X. Xxxxxxxxx Title: Vice President The parties are signing this Revolving Loan and Security Agreement as of the date stated in the preamble. as the Lender By: Name: Xxxx X. Xxxxxx XX Title: Senior Vice President The following shall constitute the eligibility criteria for acceptance of Receivables for financing and inclusion in the Borrowing Base under the Agreement (the “Eligibility Criteria”): I. General Eligibility Criteria for all Receivables: (1) The information provided by any Borrower with respect to each such Receivable is complete and correct and all documents, attestations, and agreements relating thereto that have been delivered to the Lender are true and correct. (e2) No resignation All information set forth in the xxxx and supporting claim documents with respect to such Receivable is true, complete and correct in all material respects; if additional information is requested by the Obligor, the Borrowers have or will promptly provide the same, and if any error has been made with respect to such information, the Borrowers will promptly correct the same and, if necessary, rebill such Receivable. (3) Except with respect to Unbilled Receivables, Borrowers have billed the applicable Obligor within 30 days of the Last Service or shipment Date and has delivered to such Obligor all requested supporting claim documents with respect to such Receivable and no amounts with respect to such Receivable have been paid as of the date and time of the inclusion of such Receivable in the Borrowing Base. The Borrowers have, or have the right to use, valid identification numbers and licenses to generate valid Receivables. (4) As to Medicare and Medicaid, there is no basis for any Governmental Entity to assert an offset with respect to such Receivable against any or all Borrowers. (5) Each such Receivable (A) is payable in an amount not less than its Expected Net Value, by the Obligor or Obligors identified by a Borrower in its records as being obligated to do so, (B) is based on an actual and bona fide rendition of services or sale of goods to the patient by a Borrower in the ordinary course of business, (C) is denominated and payable only in U.S. dollars in the United States, (D) is an account or general intangible within the meaning of the UCC of the state in which such Borrower is incorporated or formed, and is not evidenced by any instrument or chattel paper, (E) is net of any contractual allowances, deductible limitations, commissions, fees, or other discounts, (F) does not cover any treatment for alcohol, drug or substance abuse, workers’ compensation claims or personal injury claims and (G) satisfies all applicable requirements of, and was originated and processed in accordance with, the billing and collection requirements of the applicable Obligor. There are no payors other than the Obligor or Obligors identified in the Borrowers’ records as the payors primarily liable on such Receivable. (6) Each such Receivable (A) is not the subject of any action, suit, proceeding or dispute (pending or threatened), setoff, counterclaim, defense, abatement, suspension, deferment, deductible, reduction or termination by the Obligor thereof (except for statutory rights of Governmental Entities that are not pending or threatened), (B) is not within 15 days of the appointment statutory limit for collection applicable to the Obligor thereof, and (C) except as set forth below, is not aged more than, 120 days after the Last Service Date. (7) Each such Receivable is not due from any Governmental Entity based on any cost report settlement or expected settlement. (8) No Borrower has any Guaranty of, letter of Borrower Representative credit providing credit support for, or collateral security for, such Receivable, other than any such guaranty, letter of credit or collateral security as agent has been assigned to the Lender, and attorney-in-fact as aforesaid shall be effectiveany such guaranty, except after ten letter of credit or collateral security is not subject to any Lien in favor of any other Person. (9) To the Borrowers’ knowledge, the goods and services constituting the basis for such Receivable were medically necessary for the customer or patient, and the customer or patient has received such goods and services. (10) Business DaysThe fees charged for the goods and services constituting the basis for such Receivable are consistent with the usual, customary, and reasonable fees charged by other similar medical providers for the same or similar goods in the Borrowers’ prior written notice community and in the community in which the patient resides. (11) The Obligor with respect to Agent. If each such Receivable (A) is not currently the Borrower Representative resigns subject of any bankruptcy, insolvency or receivership proceeding, nor is it unable to make payments on its obligations when due, (B) is located in the United States of America and is not organized under this Agreementthe laws of any jurisdiction outside the United States, Borrowers shall be entitled to appoint (C) is not a successor Borrower Representative subsidiary, parent or other Person that is an Affiliate of any Borrower, (which shall be D) is not the Obligor of any Receivable that was a Borrower Defaulted Receivable in the past 12 months, and shall be reasonably (E) is an Insurer with a credit quality acceptable to Agent the Lender or a Governmental Entity. For purposes hereof, “Defaulted Receivable” means a Receivable as such successor). Upon to which the acceptance of its appointment as successor Borrower Representative hereunderObligor thereof or any other Person obligated thereon has taken any action, such successor Borrower Representative shall succeed or suffered any event to all the rightsoccur, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes type described in clause (9) of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminatedSection 11.1.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.92.11. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a BorrowerBorrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring resigning or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of BorrowingBorrowing and Borrowing Base Certificates, give and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make xxxxxx accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that each Loan made hereunder shall be advanced to Borrowers at the direction of Borrower Representative and if funds are at any time requested advanced to a Borrower but not used by or a Borrower in its business (for the purposes provided in this Agreement) such funds shall be deemed to be remitted immediately allocated by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All collections of a Borrower, shall be remitted or issued to or for the account each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower received by Agent and applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower. (c) Each Borrower hereby irrevocably appoints . Borrowers shall maintain accurate books and constitutes records with respect to all Intercompany Loans and all repayments thereof. Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (ai) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of BorrowingBorrowing and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Lxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (bii) Borrower Representative hereby hxxxxx accepts the appointment by Borrowers Bxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (ciii) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (div) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (ev) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers Bxxxxxxxx shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes MACROBUTTON DocID \\4133-3995-7584 v6 MidCap / Shimmick / Credit, Security and Guaranty Agreement of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. appointment Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, "INTERCOMPANY LOANS"). All proceeds of a Borrower, Collateral of each Borrower received by Administrative Agent and applied to the Obligations shall be remitted deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or issued other communication pursuant to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver Notices of Borrowing, give giving instructions with respect to and receiving the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at no Borrower other than Borrower Representative shall be entitled to take any time and from time to time require that Loans of the foregoing actions. The proceeds of each Loan made hereunder shall be advanced to or for at the account direction of any Borrower be Representative and if not disbursed directly to an operating account of such Borrower. (b) another Borrower or earmarked for immediate disbursement by Borrower Representative hereby accepts to another Borrower or used by Borrower Representative in its business (for the appointment purposes provided in this Agreement) shall be deemed to be immediately advanced by Borrower Representative to the appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All Letters of Credit and Support Agreements issued hereunder shall be issued at Borrower Representative’s request therefor and shall be allocated to the appropriate Borrower’s Intercompany Loan account by Borrower Representative. All collections of each Borrower in respect of Accounts and other proceeds of Collateral of each Borrower received by Administrative Agent and applied to the Obligations shall be deemed to be repayments of any Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to act as the agent all Intercompany Loans and attorney-in-fact of Borrowers all repayments thereof. Administrative Agent and each Lender may regard any notice or other communication pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative designates Atlantic as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of BorrowingBorrowing and Notices of LC Credit Events, give giving instructions with respect to the disbursement of the proceeds of the Loans Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, "INTERCOMPANY LOANS"). All Letters of a Borrower, Credit and Support Agreements issued hereunder shall be remitted or issued at Borrower Representative's request therefor and shall be allocated to or for the appropriate Borrower's Intercompany Loan account by Borrower Representative. All collections of each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Agent and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to (i) request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, (ii) deliver Notices of Borrowing, and Borrowing Base Calculations, (iii) give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving (iv) give and receiving receive all other notices and consents hereunder or under any of the other Financing Loan Documents and taking (v) take all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby xxxxxx accepts the appointment by Borrowers Xxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.92.11. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a BorrowerBorrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such BorrowerXxxxxxxx. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, covenant, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successorsuccessor Borrower Representative). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring resigning Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring resigning or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver Notices of Borrowing, give giving instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to the appropriate other Borrower hereunder as an intercompany loan (collectively, "Intercompany Loans"). Administrative Agent and each Lender may regard any notice or for the account of a Borrower, shall be remitted or issued other communication pursuant to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give Notices of LC Credit Events and Borrowing Base Certificates, and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, requesting Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All Letters of a Borrower, Credit and Support Agreements issued hereunder shall be remitted or issued at Borrower Representative’s request therefor and shall be allocated to or for the appropriate Borrower’s Intercompany Loan account by Borrower Representative. All collections of each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Administrative Agent and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of BorrowingBorrowing and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Xxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby xxxxxx accepts the appointment by Borrowers Xxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, Borrower shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give Notices of LC Credit Events and Borrowing Base Certificates and “roll-forwards” of Borrowing Base Certificates, and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All Letters of a Borrower, Credit and Support Agreements issued hereunder shall be remitted issued at Borrower Representative’s request therefor and shall be allocated to the appropriate Borrower’s Intercompany Loan account by Borrower Representative. All collections of each Borrower in respect of Accounts and other proceeds of Collateral of each Borrower received by Administrative Agent and applied to the Obligations shall be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or issued other communication pursuant to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Flex Leasing Power & Services LLC, a Delaware limited liability company (in such capacity, the “Borrower Representative Representative”), as its agent and attorney-in-fact to request and receive Loans the proceeds of any Loan, Letter of Credit or any other extension of credit hereunder (and to otherwise act on behalf of such Borrower pursuant to this Agreement and the other Loan Documents) from the Lenders in the name or on behalf of each such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing DocumentsBorrower. Agent and The Lenders may disburse the Loans such proceeds only to such a bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at Borrower or any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrowerother Loan Party. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower Loan Party hereby irrevocably appoints and constitutes the Borrower Representative as its agent to (i) receive statements on of account and all other notices from Agent, Lenders Administrative Agent with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents; (ii) execute and deliver Borrowing Base Reports and all other notices, certificates and documents to be executed and/or delivered by any Loan Party under this Agreement or the other Loan Documents; and (iii) otherwise act on behalf of such Loan Party pursuant to this Agreement and the other Loan Documents. (c) The authorizations contained in this Section 2.13 are coupled with an interest and shall be irrevocable, and the Lenders may rely on any notice, request, information supplied by the Borrower Representative, every document executed by the Borrower Representative, every agreement made by the Borrower Representative or other action taken by the Borrower Representative in respect of any Borrower or other Loan Party as if the same were supplied, made or taken by such Borrower or such Loan Party. Without limiting the generality of the foregoing, the failure of one or more Borrowers or other Loan Parties to join in the execution of any writing in connection herewith shall not relieve any Borrower or other Loan Party from obligations in respect of such writing. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf No purported termination of any Borrower by the appointment of the Borrower Representative as agent shall be deemed for all purposes to have been made or delivered by such Borrower, as effective without the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrowerprior written consent of Administrative Agent. (e) No resignation Any notice given by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreementhereunder shall constitute and be deemed to be notice given by or to all Borrowers, Borrowers jointly and severally. Notice given by Administrative Agent to the Borrower Representative hereunder or pursuant to any other Loan Documents in accordance with the terms hereof or thereof shall constitute notice to all Borrowers. The knowledge of any Borrower shall be entitled imputed to appoint a successor all Borrowers and any consent by the Borrower Representative (which or any Borrower shall be a Borrower constitute the consent of and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor bind all Borrowers. (f) The Borrower Representative hereunder, such successor Borrower Representative shall succeed hereby accepts the appointment by each Loan Party to all act as the rights, powers and duties agent of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of Loan Parties pursuant to this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminatedSection 2.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, Borrowing and Borrowing Base Certificates give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent Agent, Term Loan Servicer and Lenders Xxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent or Term Loan Servicer, as applicable, may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower.. MidCap / Viewray / Credit, Security and Guaranty Agreement (b) Borrower Representative hereby xxxxxx accepts the appointment by Borrowers Xxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Term Loan Servicer and the Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to AgentAgent and Term Loan Servicer. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent and Term Loan Servicer as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Holdings (in such capacity, the “Borrower Representative Representative”) as its agent and attorney-in-fact to request and receive Loans the proceeds of any Loan, Letter of Credit or any other extension of credit hereunder (and to otherwise act on behalf of such Borrower pursuant to this Agreement and the other Loan Documents) from the Lenders in the name or on behalf of each such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing DocumentsBorrower. Agent and The Lenders may disburse the Loans such proceeds only to such a bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at Borrower or any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrowerother Loan Party. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower Loan Party hereby irrevocably appoints and constitutes the Borrower Representative as its agent to (i) receive statements on of account and all other notices from Agent, Lenders Administrative Agent with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents; (ii) execute and deliver Borrowing Base Reports and all other notices, certificates and documents to be executed and/or delivered by any Loan Party under this Agreement or the other Loan Documents; and (iii) otherwise act on behalf of such Loan Party pursuant to this Agreement and the other Loan Documents. (c) The authorizations contained in this Section 2.13 are coupled with an interest and shall be irrevocable, and the Lenders may rely on any notice, request, information supplied by the Borrower Representative, every document executed by the Borrower Representative, every agreement made by the Borrower Representative or other action taken by the Borrower Representative in respect of any Borrower or other Loan Party as if the same were supplied, made or taken by such Borrower or such Loan Party. Without limiting the generality of the foregoing, the failure of one or more Borrowers or other Loan Parties to join in the execution of any writing in connection herewith shall not relieve any Borrower or other Loan Party from obligations in respect of such writing. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf No purported termination of any Borrower by the appointment of the Borrower Representative as agent shall be deemed for all purposes to have been made or delivered by such Borrower, as effective without the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrowerprior written consent of Administrative Agent. (e) No resignation Any notice given by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreementhereunder shall constitute and be deemed to be notice given by or to all Borrowers, Borrowers jointly and severally. Notice given by Administrative Agent to the Borrower Representative hereunder or pursuant to any other Loan Documents in accordance with the terms hereof or thereof shall constitute notice to all Borrowers. The knowledge of any Borrower shall be entitled imputed to appoint a successor all Borrowers and any consent by the Borrower Representative (which or any Borrower shall be a Borrower constitute the consent of and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor bind all Borrowers. (f) The Borrower Representative hereunder, such successor Borrower Representative shall succeed hereby accepts the appointment by each Loan Party to all act as the rights, powers and duties agent of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of Loan Parties pursuant to this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminatedSection 2.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative designates SITEL Corporation as its representative ("Borrower Representative") and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowersissuing all notices (including, deliver Notices without limitation, notices of Borrowingborrowing), give giving instructions with respect to the disbursement of the proceeds of the Loans Loans, selecting interest rate options, requesting Letters of Credit or LC Guaranties, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers under the Loan Documents. SITEL Corporation hereby accepts such appointment. Agents may regard any notice or other communications pursuant to this Agreement any Loan Document from SITEL Corporation as a notice or communication from all Borrowers, and the other Financing Documents. Agent and Lenders may disburse the Loans give any notice or communication required or permitted to such bank account of Borrower Representative or a be given to any Borrower or otherwise make such Loans Borrowers hereby to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account SITEL Corporation on behalf of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9or Borrowers. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered on its behalf by or on behalf of any Borrower by Borrower Representative SITEL Corporation shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower or Borrowers, as applicable, to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by Borrower or termination of Borrowers, as applicable. Borrowers shall have the appointment of right to designate a replacement Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior from time to time upon written notice to Agentthe Agents. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative hereby authorizes and appoints SITEL U.K. (which shall be a Borrower and shall be reasonably acceptable to Agent who hereby accepts such appointment) as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative agent solely for all purposes of this Agreement and giving notices of borrowings or letter of credit requests to the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminatedU.K. Agent with respect to U.K. Revolving Credit Loans.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and/or Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving give and receiving receive all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.. MidCap / Sientra / A&R Credit and Security Agreement (Term) \DC - 036639/000049 - 14173176 v11

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, , in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior MidCap / HTG / Credit and Security Agreement (Term Loan) \\DC - 036639/000001 - 12092479 written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Xxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Revolving Loan) require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby xxxxxx accepts the appointment by Borrowers Xxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) [***] Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers Xxxxxxxxx shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give Borrowing Base Certificates and Notices of LC Credit Events, giving instructions with respect to the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All Letters of a Borrower, Credit and Support Agreements issued hereunder shall be remitted or issued at Borrower Representative’s request therefor and shall be allocated to or for the appropriate Borrower’s Intercompany Loan account by Borrower Representative. All collections of each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Administrative Agent and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Flex Leasing Power & Service LLC, a Delaware limited liability company (in such capacity, the “Borrower Representative Representative”), as its agent and attorney-in-fact to request and receive Loans the proceeds of any Loan, Letter of Credit or any other extension of credit hereunder (and to otherwise act on behalf of such Borrower pursuant to this Agreement and the other Loan Documents) from the Lenders in the name or on behalf of each such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing DocumentsBorrower. Agent and The Lenders may disburse the Loans such proceeds only to such a bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at Borrower or any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrowerother Loan Party. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower Loan Party hereby irrevocably appoints and constitutes the Borrower Representative as its agent to (i) receive statements on of account and all other notices from Agent, Lenders Administrative Agent with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents; (ii) execute and deliver Borrowing Base Reports and all other notices, certificates and documents to be executed and/or delivered by any Loan Party under this Agreement or the other Loan Documents; and (iii) otherwise act on behalf of such Loan Party pursuant to this Agreement and the other Loan Documents. (c) The authorizations contained in this Section 2.13 are coupled with an interest and shall be irrevocable, and the Lenders may rely on any notice, request, information supplied by the Borrower Representative, every document executed by the Borrower Representative, every agreement made by the Borrower Representative or other action taken by the Borrower Representative in respect of any Borrower or other Loan Party as if the same were supplied, made or taken by such Borrower or such Loan Party. Without limiting the generality of the foregoing, the failure of one or more Borrowers or other Loan Parties to join in the execution of any writing in connection herewith shall not relieve any Borrower or other Loan Party from obligations in respect of such writing. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf No purported termination of any Borrower by the appointment of the Borrower Representative as agent shall be deemed for all purposes to have been made or delivered by such Borrower, as effective without the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrowerprior written consent of Administrative Agent. (e) No resignation Any notice given by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreementhereunder shall constitute and be deemed to be notice given by or to all Borrowers, Borrowers jointly and severally. Notice given by Administrative Agent to the Borrower Representative hereunder or pursuant to any other Loan Documents in accordance with the terms hereof or thereof shall constitute notice to all Borrowers. The knowledge of any Borrower shall be entitled imputed to appoint a successor all Borrowers and any consent by the Borrower Representative (which or any Borrower shall be a Borrower constitute the consent of and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor bind all Borrowers. (f) The Borrower Representative hereunder, such successor Borrower Representative shall succeed hereby accepts the appointment by each Loan Party to all act as the rights, powers and duties agent of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of Loan Parties pursuant to this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminatedSection 2.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of BorrowingBorrowing and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, Borrower shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative designates Katy Industries, Inc. as its representative ("Borrower Representative") and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowersissuing all notices (including, deliver Notices without limitation, notices of Borrowingborrowing), give giving instructions with respect to the disbursement of the proceeds of the Loans Loans, selecting interest rate options, requesting Letters of Credit or LC Guaranties, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers under the Loan Documents. Katy Industries, Inc. hereby accepts such appointment. Agents may regard any notice or other communications pursuant to this Agreement any Loan Document from Katy Industries, Inc. as a notice or communication from all Borrowers, and the other Financing Documents. Agent and Lenders may disburse the Loans give any notice or communication required or permitted to such bank account of Borrower Representative or a be given to any Borrower or otherwise make such Loans Borrowers hereby to a BorrowerKaty Industries, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account Inc. on behalf of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9or Borrowers. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered on its behalf by or on behalf of any Borrower by Borrower Representative Katy Industries, Inc. shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower or Borrowers, as applicable, to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by Borrower or termination of Borrowers, as applicable. Borrowers shall have the appointment of right to designate a replacement Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior from time to time upon written notice to Agentthe Agents. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative hereby authorizes and appoints (which shall be a Borrower and shall be reasonably acceptable to Agent x) CEH (who hereby accepts such appointment) as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative agent solely for all purposes of this Agreement giving notices of borrowings or letter of credit requests to the U.K. Agent with respect to U.K. Revolving Credit Loans and (y) Woods (who hereby accepts such appointment) as its agent solely for xxx xurposes of giving notices of borrowings or letter of credit requests to the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminatedCanadian Agent with respect to Canadian Revolving Credit Loans.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Lxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby hxxxxx accepts the appointment by Borrowers Bxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers Bxxxxxxxx shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) The Borrowers maintain an integrated cash management system reflecting their interdependence on one another and the mutual benefits shared among them as a result of their respective operations. In order to efficiently fund and operate their respective businesses and minimize the number of borrowings which they will make under this Agreement and thereby reduce the administrative costs and record keeping required in connection therewith, including the necessity to enter into and maintain separately identified and monitored borrowing facilities, the Borrowers have requested, and the Administrative Agent and the Lenders have agreed that, subject to Section 11.18 hereof, all Loans will be advanced to and for the account of the Borrowers on a joint and several basis pursuant to the wire transfer instructions specified herein Borrower Representative. Each Borrower hereby acknowledges that it will be receiving a direct benefit from the Term Loan made pursuant to this Agreement. (b) Each Borrower hereby irrevocably appoints designates, appoints, authorizes and constitutes empowers TRM as the "Borrower Representative Representative" for all purposes under this Agreement, as its agent to act as specified in this Agreement and attorney-in-fact each of the other Loan Documents and the Borrower Representative hereby acknowledges such designation, authorization and empowerment, and accepts such appointment. Each Borrower hereby irrevocably authorizes and directs the Borrower Representative to request take such action on its behalf under the provisions of this Agreement and receive Loans in the name other Loan Documents, and any other instruments, documents and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Borrower Representative by the respective terms and provisions hereof and thereof, and such other powers as are reasonably incidental thereto, including, without limitation, to take the following actions for and on such Borrower's behalf: (i) to submit on behalf of such Borrower and any other Borrowers, deliver each Eurocurrency Rate Loan Notices of Borrowing, give instructions with respect Continuations to the disbursement Administrative Agent in accordance with the provisions of this Agreement; (ii) to receive on behalf of each Borrower the proceeds of the Loans in accordance with the provisions of this Agreement, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant such proceeds to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans be disbursed to or for the account of any the applicable Borrower as soon as practicable after its receipt thereof; and (iii) to submit on behalf of each Borrower, Compliance Certificates, Excess Cash Flow Certificates and all other certificates, notices and other communications given or required to be disbursed directly given hereunder. The Borrower Representative is further authorized and directed by each Borrower to an operating account take all such actions on behalf of such Borrower. Borrower necessary to exercise the specific power granted in clauses (bi) through (iii) above and to perform such other duties hereunder and under the other Loan Documents, and deliver such documents as delegated to or required of the Borrower Representative hereby accepts by the appointment terms hereof or thereof. The administration by the Administrative Agent and Lenders of the credit facility under this Agreement as a co-borrowing facility with a borrower agent or representative in the manner set forth herein is solely as an accommodation to the Borrowers and at their request and neither the Administrative Agent nor any Lender shall incur any liability to act as any Borrowers or the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of as a Borrower, shall be remitted or issued to or for the account of such Borrowerresult thereof. (c) Each Borrower hereby irrevocably appoints If and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns is a party to any merger, consolidation or other transaction permitted under this AgreementAgreement such that the Borrower Representative is not the surviving entity, the Borrowers shall be entitled to appoint a successor replacement Borrower Representative (which shall be a from among the remaining Borrowers, such replacement Borrower and shall Representative to be reasonably acceptable to Agent as such successor)Administrative Agent. Upon Nothing in this subsection 2.14(c) shall constitute Administrative Agent's or any Lender's consent to, or waiver of any Event of Default arising from, any merger, consolidation or other transaction involving the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the that violates any term “Borrower Representative” means such successor Borrower Representative for all purposes or provision of this Agreement and the or any other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminatedLoan Document.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All MidCap / EndoChoice / Term Credit and Security Agreement collections of a Borrower, shall be remitted or issued to or for the account each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Agent and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative designates CPM Acquisition Corp. as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowersrequesting Loans, deliver Notices of Borrowing, give giving instructions with respect to the disbursement of the proceeds of the Loans Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Loan Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business shall be deemed to be remitted advanced to or for the account appropriate other Borrower. All Letters of a Borrower, Credit issued hereunder shall be remitted or issued at Borrower Representative’s request therefor and shall be issued to the appropriate Borrower. Administrative Agent and each Lender may regard any notice or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes other communication pursuant to any Loan Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All collections of a Borrower, shall be remitted or issued to or for the account each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Agent and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower.. MidCap / Cerus / Credit, Security and Guaranty Agreement (Revolving Loan) 202312840 v5 (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) [***] Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of BorrowingBorrowing and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, , in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give Notices of LC Credit Events and Borrowing Base Certificates, and giving instructions with respect to the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to the appropriate other Borrower hereunder as an intercompany loan, and Borrowers shall maintain accurate books and records with respect to all such intercompany loans and all repayments thereof. Agent and each Lender may regard any notice or for the account of a Borrower, shall be remitted or issued other communication pursuant to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive the proceeds of advances in respect of the Loans (and to otherwise act on behalf of such Borrower pursuant to this Agreement and the Other Agreements) from Lenders in the name or on behalf of each such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect Borrower. Agent may disburse such proceeds to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative (or a Borrower any one or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, more of the Borrowers) without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at Borrower or any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrowerother Obligor. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to (i) receive statements on of account and all other notices from Agent, Lenders Agent with respect to the Obligations Liabilities or otherwise under or in connection with this Agreement and the Other Agreements; (ii) execute and deliver Notices of Borrowing, Compliance Certificates and all other Financing Documentsnotices, certificates and documents to be executed and/or delivered by any Obligor under this Agreement or the Other Agreements; and (iii) otherwise act on behalf of such Obligor pursuant to this Agreement and the Other Agreements. (c) Holdings hereby irrevocably appoints and constitutes Borrower Representative as its agent to provide instructions to Agent on the Closing Date as to the disbursement of funds received in connection with the IPO Transaction from its account held at Fifth Third. (d) Any The authorizations contained in this Section 19.18 are coupled with an interest and shall be irrevocable, and Agent may rely on any notice, electionrequest, representationinformation supplied by Borrower Representative, warrantyevery document executed by Borrower Representative, every agreement made by Borrower Representative or undertaking made or delivered other action taken by or on behalf Borrower Representative in respect of any Borrower by Borrower Representative shall be deemed for all purposes to have been or other Obligor as if the same were supplied, made or delivered taken by such BorrowerBorrower or Obligor. Without limiting the generality of the foregoing, as the case may be, and failure of one or more Borrowers or other Obligors to join in the execution of any writing in connection herewith shall be binding upon and enforceable against not relieve any Borrower or other Obligor from obligations in respect of such Borrower to the same extent as if made or delivered directly by such Borrowerwriting. (e) No resignation by or purported termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ effective without the prior written notice to consent of Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on funds held under this Agreement, Agent shall be entitled to request and receive written instructions from Lxxxxxx, and Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. With respect to any other payments made under this Agreement, Agent shall not be deemed the payer and shall have no responsibility for performing tax reporting. Agent’s function of making such payments is solely ministerial and upon express direction of the Parties. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Lxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby hxxxxx accepts the appointment by Borrowers Bxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and the Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Lxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent or Lenders may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby hxxxxx accepts the appointment by Borrowers Bxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to AgentAgent and Lxxxxxx. If the Borrower Representative resigns under this Agreement, Borrowers Bxxxxxxxx shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative designates Katy Industries, Inc. as its representative ("Borrower Representative") and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowersissuing all notices (including, deliver Notices without limitation, notices of Borrowingborrowing), give giving instructions with respect to the disbursement of the proceeds of the Loans Loans, selecting interest rate options, requesting Letters of Credit or LC Guaranties, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers under the Loan Documents. Katy Industries, Inc. hereby accepts such appointment. Agents may regard any notice or other communications pursuant to this Agreement any Loan Document from Katy Industries, Inc. as a notice or communication from all Borrowers, and the other Financing Documents. Agent and Lenders may disburse the Loans give any notice or communication required or permitted to such bank account of Borrower Representative or a be given to any Borrower or otherwise make such Loans Borrowers hereby to a BorrowerKaty Industries, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account Inc. on behalf of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9or Borrowers. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered on its behalf by or on behalf of any Borrower by Borrower Representative Katy Industries, Inc. shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower or Borrowers, as applicable, to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by Borrower or termination of Borrowers, as applicable. Borrowers shall have the appointment of right to designate a replacement Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior from time to time upon written notice to Agentthe Agents. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative hereby authorizes and appoints (which shall be a Borrower and shall be reasonably acceptable to Agent x) CML (who hereby accepts such appointment) as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative agent solely for all purposes of this Agreement giving notices of borrowings or letter of credit requests to the U.K. Agent with respect to U.K. Revolving Credit Loans and (y) Woods Canada (who hereby accepts such appointment) as its agent solexx xxr the other Financing Documents, and purposes of giving notices of borrowings or letter of credit requests to the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminatedCanadian Agent with respect to Canadian Revolving Credit Loans.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative designates Dynacq Healthcare, Inc. as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give Borrowing Base Certificates and Notices of LC Credit Events, giving instructions with respect to the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are at any time requested by or to each Loan made hereunder shall be remitted advanced to or for at the account direction of a Borrower, shall be remitted Borrower Representative. Administrative Agent and each Lender may regard any notice or issued other communication pursuant to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver Notices of Borrowing, give giving instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All collections of a Borrower, shall be remitted or issued to or for the account each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Agent and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. MidCap / Apyx Medical / Credit, Security and Guaranty Agreement (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, Borrowing and Borrowing Base Certificates give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent Agent, Term Loan Servicer and Lenders Xxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent or Term Loan Servicer, as applicable, may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby xxxxxx accepts the appointment by Borrowers Xxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Term Loan Servicer and the Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to AgentAgent and Term Loan Servicer. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent and Term Loan Servicer as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, Notices of LC Credit Events and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, and LC Issuer may provide such Letters of Credit for the account of a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, or the issuance of any Letter of Credit requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders and LC Issuer with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower.. Midcap / Aterian / Credit Agreement DC - 036639/000052 - 10453208 (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving give and receiving receive all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each MidCap / Sientra / Second A&R Credit and Security Agreement (Term) case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of Borrowing, give Borrowing Base Certificates and Notices of LC Credit Events, giving instructions with respect to the disbursement of the proceeds of the Loans Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, "INTERCOMPANY LOANS"). All Letters of a Borrower, Credit and Support Agreements issued hereunder shall be remitted or issued at Borrower Representative's request therefor and shall be allocated to or for the appropriate Borrower's Intercompany Loan account by Borrower Representative. All collections of each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Administrative Agent and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders Lxxxxxx may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby hxxxxx accepts the appointment by Borrowers Bxxxxxxxx to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers Bxxxxxxxx shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Term Loan)

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative designates LOUD as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver issuing Notices of BorrowingBorrowing and Notices of LC Credit Events, give giving instructions with respect to the disbursement of the proceeds of the Loans Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to or for the account appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All Letters of a Borrower, Credit and Support Agreements issued hereunder shall be remitted or issued at Borrower Representative’s request therefor and shall be allocated to or for the appropriate Borrower’s Intercompany Loan account by Borrower Representative. All collections of each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower. (c) Each Borrower hereby irrevocably appoints received by Administrative Agent and constitutes applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Loan Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Loan Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a BorrowerBorrower requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Loan Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Loan Documents, and the retiring resigning or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of BorrowingBorrowing and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans Loans, giving give and receiving receive all other notices and consents hereunder or under any of the other Financing Documents and taking take all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case Borrower as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.92.7. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, Borrower shall be remitted or issued to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Agent and Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Appointment of Borrower Representative. (a) Each Borrower hereby irrevocably appoints and constitutes designates Borrower Representative as its representative and agent and attorney-in-fact to request and receive Loans in on its behalf for the name or on behalf purposes of such Borrower and any other Borrowers, deliver Notices of Borrowing, give giving instructions with respect to and receiving the disbursement of the proceeds of the Loans Loans, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and under the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make hereby accepts such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrowerappointment. Notwithstanding anything to the contrary contained hereinin this Agreement, Agent may at any time and from time to time require that Loans to or for the account of any no Borrower be disbursed directly to an operating account of such Borrower. (b) Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. other than Borrower Representative shall ensure that be entitled to take any of the disbursement foregoing actions. The proceeds of any Loans that are each Loan made hereunder shall be advanced to or at any time requested the direction of Borrower Representative and if not used by or Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be remitted immediately advanced by Borrower Representative to the appropriate other Borrower or for the account of a Borrower’s Subsidiary hereunder as an intercompany loan (collectively, “Intercompany Loans”). Borrowers shall be remitted maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or issued other communication pursuant to or for the account of such Borrower. (c) Each Borrower hereby irrevocably appoints and constitutes any Financing Document from Borrower Representative as its agent a notice or communication from all Borrowers, and may give any notice or communication required or permitted to receive statements be given to any Borrower or all Borrowers hereunder to Borrower Representative on account and behalf of such Borrower or all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents. (d) Any Borrowers. Each Borrower agrees that each notice, election, representation, representation and warranty, covenant, agreement or and undertaking made or delivered by or on its behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made or delivered directly by such Borrower. (e) No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.