Common use of Appointment of Receiver Clause in Contracts

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by law.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan each applicable Intercreditor Agreement, the Mortgagee Grantee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the MortgagorGrantor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan each applicable Intercreditor Agreement, the Mortgagee Grantee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee Grantee to the fullest extent permitted by law.

Appointment of Receiver. Upon the occurrence and during the continuance Trustor waives any right to any hearing or notice of an Event of Default, subject hearing prior to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver. Such receiver and its agents shall be empowered (a) to take possession of the Trust Property and any businesses conducted by Trustor or any other person (excluding the business of tenants of Trustor) thereon and any business assets used in connection therewith and, if the receiver deems it appropriate, to operate the Premisessame, (b) to exclude Trustor and Trustor's agents, servants, and employees from the Trust Property, (c) to collect the rents, issues, profits, and income thereoftherefrom, (d) to complete any construction which may be in progress, (e) to do such maintenance and make such repairs and alterations as the receiver deems reasonably necessary, (f) to use all expenses stores of materials, supplies and maintenance equipment on the Trust Property, (g) to pay all taxes and assessments against the Trust Property and all premiums for insurance thereon, (h) to pay all utility and other operating expenses, and all sums due under any prior or subsequent encumbrance, and (i) generally to do anything which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws Trustor could legally do if Trustor were in possession of the state in which Trust Property. All expenses incurred by the Premises are locatedreceiver or his agents shall constitute a part of the Obligations, including without limitationlimitation reasonable attorneys' fees. Any revenues collected by the receiver shall be applied first to the expenses of the receivership, including reasonable attorneys' fees incurred by the power to execute leasesreceiver and by Beneficiary (including charges of in-house counsel), together with interest thereon at the Default Rate from the date incurred until repaid, and the power balance shall be applied toward the Obligations or in such other manner as the court may direct. Unless sooner terminated with the express consent of Beneficiary, any such receivership will continue until the Obligations have been discharged in full, or until title to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such Trust Property has passed after foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, sale and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation applicable periods of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by lawredemption have expired.

Appointment of Receiver. Upon Upon, or at any time prior or after, initiating the occurrence and during the continuance exercise of an Event any power of Defaultsale, subject to the terms instituting any judicial foreclosure or instituting any other foreclosure of the ABL/Term Loan Intercreditor Agreementliens and security interests provided for herein or any other legal proceedings hereunder, make application to a court of competent jurisdiction for appointment of a receiver for all or any part of the Mortgagee shall be entitledProperty, as a matter of strict right and without additional notice to Trustor and without regard to the adequacy of any security the Property for the Obligations repayment of the indebtedness secured hereby, whether the same shall then be occupied as a homestead or not, hereby or the solvency of Trustor or any party bound person or persons liable for its paymentthe payment of the indebtedness secured hereby, and Trustor does hereby irrevocably consent to make such appointment, waives any and all notices of and defenses to such appointment and agrees not to oppose any application for therefor by Beneficiary, but nothing herein is to be construed to deprive Beneficiary of any other right, remedy or privilege Beneficiary may now have under the law to have a receiver appointed, provided, however, that, the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodianappointee by virtue of any court order, subject statute or regulation shall not impair or in any manner prejudice the rights of Beneficiary to receive payment of the Rents and Profits pursuant to other terms and provisions hereof. Any such receiver shall have all of the usual powers and duties of receivers in similar cases, including, without limitation, the full power to hold, develop, market, manage, maintain, operate and otherwise use or permit the use of the Property upon such terms and conditions as said receiver may deem to be prudent and reasonable under the circumstances as more fully set forth in Section 3.3 below. Such receivership shall, at the option of Beneficiary, continue until full payment of all of the indebtedness secured hereby or until title to the ABL/Term Loan Intercreditor Agreement, the Mortgagee Property shall be entitled to retain possession and control have passed by foreclosure sale under this Instrument or deed in lieu of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by lawforeclosure.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan Credit Agreement, any Intercreditor Agreement and any Other Intercreditor Agreement, the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Credit Agreement, any Intercreditor Agreement and any Other Intercreditor Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by law.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee Beneficiary shall be entitled, without additional notice as a matter of right and without regard to the adequacy value of any security for the Obligations indebtedness secured hereby, whether hereunder or by any of the same shall then be occupied as a homestead or notother Security Documents, or the solvency of any party bound for its paymentperson or entity liable therefor, to make application for the appointment of a receiver for the Property upon ex parte application to any court of competent jurisdiction, or otherwise. Grantor freely and knowingly waives any right to any hearing or notice of hearing prior to the appointment of a receiver. Such receiver and his/her agents shall be empowered: (a) to take possession of the Property and any and all assets used in connection therewith; (b) to operate the Premisesexclude Grantor and Grantor's agents, servants, and employees from the Property; (c) to collect the rents, issues, profits, and income thereoftherefrom; (d) to operate the Property and complete any construction which may be in progress; (e) to do such maintenance and make such repairs and alterations as the receiver deems necessary; (f) to use all stores of materials, supplies, and maintenance equipment on the Property and replace such items at the expense of the receivership estate; (g) to pay all taxes and assessments against the Property, all premiums for insurance thereon, all utility and other operating expenses, and all sums due under any prior or subsequent encumbrance; and (h) generally do anything which Grantor could legally do if Grantor were in possession of the Property. All expenses incurred by the receiver or his/her agents shall constitute a part of the indebtedness secured hereunder or by any of the other Security Documents. Any revenues collected by the receiver shall be applied first to the expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are locatedreceivership, including without limitationattorneys' fees incurred by the receiver and by Beneficiary, together with interest thereon at the power to execute leasesDefault Rate (as defined in the Note) from the date first paid or incurred until repaid, and the power to collect balance shall be applied toward the rents, sales proceeds, issues, profits and proceeds indebtedness secured hereunder or by any of the Premises during other Security Documents or in such other manner as the pendency receivership court may direct. Unless sooner terminated with the express consent of Beneficiary, any such receivership shall continue until the indebtedness secured hereunder or by any of the other Security Documents has been discharged in full or until title to the Property has passed after foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, sale and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation applicable periods of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by lawredemption have expired.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of any applicable Intercreditor Agreement (as defined in the ABL/Term Loan Intercreditor Guarantee and Collateral Agreement), the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to any applicable Intercreditor Agreement (as defined in the ABL/Term Loan Intercreditor Guarantee and Collateral Agreement), the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by law.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor AgreementAgreements, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by law.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan Intercreditor AgreementAgreements, the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor AgreementAgreements, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by law.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee Agent shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations Indebtedness secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations Indebtedness and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the MortgagorGrantor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this MortgageDeed of Trust. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee Agent shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage Deed of Trust to the Mortgagee Agent to the fullest extent permitted by law.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee Agent shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations Indebtedness secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations Indebtedness and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are locatedState of Georgia, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the MortgagorGrantor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this MortgageSecurity Deed. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee Agent shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage Security Deed to the Mortgagee Agent to the fullest extent permitted by law.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of any applicable Intercreditor Agreement (as defined in the ABL/Term Loan Intercreditor Guarantee and Collateral Agreement), the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to any applicable Intercreditor Agreement (as defined in the ABL/Term Loan Intercreditor Guarantee and Collateral Agreement), the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by law.. EXHIBIT C to FIRST LIEN CREDIT AGREEMENT

Appointment of Receiver. Upon the occurrence and during the continuance Each Trustor waives any right to any hearing ----------------------- or notice of an Event of Default, subject hearing prior to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver. Such receiver and its agents shall be empowered (a) to take possession of the Trust Property and any businesses conducted by Trustors or any other person (excluding the business of tenants of Trustors) thereon and any business assets used in connection therewith and, if the receiver deems it appropriate, to operate the Premisessame, (b) to exclude Trustors and Trustors' agents, servants, and employees from the Trust Property, (c) to collect the rents, issues, profits, and income thereoftherefrom, (d) to complete any construction which may be in progress, (e) to do such maintenance and make such repairs and alterations as the receiver deems necessary, (f) to use all stores of materials, supplies, and maintenance equipment on the Trust Property, (g) to pay all taxes and assessments against the Trust Property and all premiums for insurance thereon, (h) to pay all utility and other operating expenses, and all sums due under any prior or subsequent encumbrance, and (i) generally to do anything which Trustors could legally do if Trustors were in possession of the Trust Property. All expenses incurred by the receiver or his agents shall constitute a part of the Obligations. Any revenues collected by the receiver shall be applied first to the expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are locatedreceivership, including without limitationattorneys' fees incurred by the receiver and by Beneficiary, together with interest thereon at the power to execute leasesDefault Rate from the date incurred until repaid, and the power balance shall be applied toward the Obligations or in such other manner as the court may direct. Unless sooner terminated with the express consent of Beneficiary, any such receivership will continue until the Obligations have been discharged in full, or until title to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such Trust Property has passed after foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, sale and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation applicable periods of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by lawredemption have expired.

Appointment of Receiver. Upon In addition to any remedy hereinbefore provided and not in limitation thereof, upon the occurrence and during the continuance continuation of an any Event of Default, subject and at any time prior to or after the terms institution of any enforcement proceeding, the Bank shall have the right to make application to a court of competent jurisdiction for appointment of a receiver for all or any part of the ABL/Term Loan Intercreditor Agreement, Collateral and the Mortgagee shall be entitled, without additional notice and businesses of the Companies without regard to the adequacy of any security the Collateral for the Obligations repayment of the indebtedness secured hereby, whether by the same shall then be occupied as a homestead or not, Collateral or the solvency of the Companies or any party bound person or persons liable for its paymentthe payment of the Obligations, and the Companies do hereby irrevocably consent to make such appointment, waive any and all defenses to such appointment and agree not to oppose any application for therefor by the Bank, but nothing herein is to be construed to deprive the Companies of any right, remedy or privilege the Companies may now have under the law to have a receiver appointed, provided, however, that the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodianappointee by virtue of any court order, subject statute, or regulation shall not impair or in any manner prejudice the rights of the Bank to receive payment of the income and proceeds of the Collateral pursuant to other terms and provisions hereof. Any such receiver shall have all of the usual power to hold, develop, rent, lease, manage, maintain, operate, contract, and otherwise use or permit the use of the Collateral upon such terms and conditions as said receiver may deem to be prudent and reasonable under the circumstances. Such receivership shall, at the option of the Bank, continue until full payment of all of the Obligations or until title to all of the Collateral shall have passed to the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled Bank pursuant to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by lawan enforcement proceeding.

Appointment of Receiver. Upon the occurrence and during the continuance Grantor waives any right to any hearing or notice of an Event of Default, subject hearing prior to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver. Such receiver and his agents shall be empowered (a) to take possession of the Premises and any businesses conducted by Grantor or any other person (excluding the business of tenants of Grantor) thereon and any business assets used in connection therewith and, if the receiver deems it appropriate, to operate the same, (b) to exclude Grantor and Grantor’s agents, servants, and employees from the Premises, and (c) to collect the rents, issues, profits, and income thereoftherefrom, (d) to complete any construction which may be in progress, (e) to do such maintenance and make such repairs and alterations as the receiver deems unnecessary, (f) to use all stores of materials, supplies, and maintenance equipment on the Premises, (g) to pay all taxes and assessments against the Premises and all premiums for insurance thereon, (h) to pay all utility and other operating expenses, and all sums due under any prior or subsequent encumbrance, and (i) generally to do anything which Grantor could legally do if Grantor were in possession of the Premises. All reasonable expenses incurred by the receiver or his agents shall constitute a part of the Secured Obligations. Any revenues collected by the receiver shall be applied first to the expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are locatedreceivership, including without limitationattorneys’ fees incurred by the receiver and by Beneficiary, together with interest thereon at the power to execute leasesDefault Rate from the date incurred until repaid, and the power balance shall be applied toward the Secured Obligations or in such other manner as the court may direct. Unless sooner terminated with the express consent of Beneficiary, any such receivership will continue until the Secured Obligations have been discharged in full, or until title to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such has passed after foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, sale and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation applicable periods of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by lawredemption have expired.

Appointment of Receiver. Upon the occurrence and during the continuance Administrative Agent shall, as a matter of an Event of Default, subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitledright, without additional notice and without giving bond to Administrative Agent or anyone claiming by, under or through it, and without regard to the adequacy solvency or insolvency of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, Mortgagor or the solvency then value of any party bound for its paymentthe Property, be entitled to make application for the appointment of have a receiver appointed pursuant to take possession the Minn. Stat. Chapter 576 of all or any part of the Property and to operate the Premises, and to collect the rents, issues, profits, issues and income profits thereof, all expenses of which with such power as the court making such appointment shall be added to the Obligations and secured hereby. The receiver shall have all confer (including, but not limited to, the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this MortgageMinn. Stat. Notwithstanding Chapter 576), and Mortgagor hereby consents to the appointment of such receiver and shall not oppose any receiversuch appointment. Any such receiver may, trustee to the extent permitted under applicable law, without notice, enter upon and take possession of the Property or any part thereof by summary proceedings, ejectment or otherwise, and may remove Mortgagor or other custodianpersons and any and all property therefrom, subject and may hold, operate and manage the same and receive all earnings, income, rents, issues and proceeds accruing with respect thereto or any part thereof, whether during the pendency of any foreclosure or until any right of redemption shall expire or otherwise, and perform the terms of this Mortgage and apply the rents, issues and profits to the ABL/Term Loan Intercreditor Agreementpayment of the expenses enumerated in Minn. Stat. Chapter 576 in the order determined by the receiver (or by Administrative Agent if no receiver has been appointed) to preserve the value of the Property and to all expenses for maintenance of the Property and to the costs and expenses of the receivership, including attorney’s fees, to the Mortgagee repayment of the indebtedness secured hereby and as further provided in any assignment of leases and rents executed by the Mortgagor to Administrative Agent whether contained in this Mortgage or in a separate instrument. Mortgagor does hereby irrevocably consent to such appointment. The purchaser at any foreclosure sale, including Administrative Agent, shall have the right, at any time and without limitation as provided in Minn. Stat. § 582.03, to advance the money to any receiver appointed hereunder to pay any part or all of the items which the receiver would otherwise be entitled authorized to retain possession pay if cash were available from the Property and control of any cash or other instruments the sum so advanced, with interest at the time held by or payable or deliverable rate then in effect under the terms of the Mortgage Note, shall be a part of the sum required to the Mortgagee be paid to the fullest extent permitted by lawredeem from any foreclosure sale.

Appointment of Receiver. Upon Any Registered Owner of a Bond may, by proper legal action, compel the occurrence performance of the duties of the Issuer under the Bond Legislation and during the continuance Act, including, the completion of an the Design Project and after commencement of operation of the System, the making and collection of sufficient rates and charges for services rendered by the System and segregation of the revenues therefrom and the application thereof. If there be any Event of DefaultDefault with respect to such Bonds, subject any Registered Owner of a Bond shall, in addition to all other remedies or rights, have the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled, without additional notice and without regard right by appropriate legal proceedings to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for obtain the appointment of a receiver to administer the System or to complete the design of the Design Project on behalf of the Issuer, with power to charge rates, rentals, fees and other charges sufficient to provide for the payment of Operating Expenses of the System, the payment of the Bonds and interest and the deposits into the funds and accounts hereby established, and to apply such rates, rentals, fees, charges or other revenues in conformity with the provisions of this Bond Legislation and the Act. The receiver so appointed shall forthwith, directly or by his or her or its agents and attorneys, enter into and upon and take possession of all facilities of said System and to shall hold, operate the Premisesand maintain, manage and control such facilities, and to collect the rents, issues, profitseach and every part thereof, and income thereof, all expenses in the name of which shall be added to the Obligations and secured hereby. The receiver shall have Issuer exercise all the rights and powers provided for under the laws of the state in which Issuer with respect to said facilities as the Premises are locatedIssuer itself might exercise. Whenever all that is due upon the Bonds and interest thereon and under any covenants of this Bond Legislation for reserve, including without limitationsinking or other funds and upon any other obligations and interest thereon having a charge, lien or encumbrance upon the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds revenues of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds System shall have been paid and profitsmade good, and all other powers which may be necessary or are usual in such cases for defaults under the protectionprovisions of this Bond Legislation shall have been cured and made good, possession, control, management and operation possession of the Premises during System shall be surrendered to the whole Issuer upon the entry of said periodan order of the court to that effect. Receiver’s feesUpon any subsequent default, reasonable attorneys’ fees and costs incurred in connection with any Registered Owner of any Bonds shall have the same right to secure the further appointment of a receiver pursuant to this Section 5.2 upon any such subsequent default. Such receiver, in the performance of the powers hereinabove conferred upon him or her or it, shall be secured by this Mortgage. Notwithstanding under the appointment direction and supervision of any receiverthe court making such appointment, trustee or other custodian, shall at all times be subject to the ABL/Term Loan Intercreditor Agreementorders and decrees of such court and may be removed thereby, and a successor receiver may be appointed in the Mortgagee discretion of such court. Nothing herein contained shall limit or restrict the jurisdiction of such court to enter such other and further orders and decrees as such court may deem necessary or appropriate for the exercise by the receiver of any function not specifically set forth herein. Any receiver appointed as provided herein shall hold and operate the System in the name of the Issuer and for the joint protection and benefit of the Issuer and Registered Owners of the Bonds. Such receiver shall have no power to sell, assign, mortgage or otherwise dispose of any assets of any kind or character belonging or pertaining to the System, but the authority of such receiver shall be entitled limited to retain possession the completion of the Design Project and control the possession, operation and maintenance of the System for the sole purpose of the protection of both the Issuer and Registered Owners of such Bonds and the curing and making good of any cash or other instruments at the time held by or payable or deliverable Event of Default with respect thereto under the terms provisions of this Bond Legislation, and the title to and ownership of the Mortgage System shall remain in the Issuer, and no court shall have any jurisdiction to enter any order or decree permitting or requiring such receiver to sell, assign, mortgage or otherwise dispose of any assets of the Mortgagee to the fullest extent permitted by lawSystem.

Appointment of Receiver. Upon That if, at any time after a default hereunder that is not cured within the occurrence and during applicable grace period, if any, is continuing, in the continuance of an Event of Default, subject to the terms opinion of the ABL/Term Loan Intercreditor AgreementLender, a receivership may be necessary to protect the Mortgaged Property, or its rents, issues, revenue, profits or proceeds, whether before or after maturity of the indebtedness secured hereby and whether before or at the time of or after the institution of suit to collect such indebtedness, or to enforce this Mortgage, the Mortgagee shall be entitledLender, without additional notice as a matter of strict right and without regard to regardless of the adequacy value of any security for the Obligations Mortgaged Property or the amounts due hereunder or secured hereby, whether the same shall then be occupied as a homestead or not, or of the solvency of any party bound for its paymentthe payment of such indebtedness, shall have the right, upon ex parte application, without notice to anyone, and by any Court having jurisdiction, to make application for the appointment of a receiver to take possession of charge of, manage, preserve, protect and to operate the PremisesMortgaged Property, and to collect the rents, issues, revenues, profits, proceeds and income thereof, to make all necessary and needful repairs, and to pay all taxes, assessments and charges against said property and all premiums for insurance thereon, and to do such other acts as may by such court be authorized and directed, and after payment of the expenses of which the receivership and the management of the Mortgaged Property to apply the net proceeds of such receivership in reduction of the indebtedness secured hereby or in such other manner as the Court shall be added direct. Such receivership shall, at the option of Lender, continue until full payment of all sums hereby secured, or until title to the Obligations and secured hereby. The receiver Mortgaged Property shall have all the rights and powers provided for passed by sale under the laws of the state in which the Premises are located, including without limitation, the power this Mortgage. Borrower hereby specifically waives its right to execute leases, and the power object to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 as aforesaid and hereby expressly agrees that such appointment shall be secured by this Mortgage. Notwithstanding the appointment made as an admitted equity and as a matter of any receiver, trustee or other custodian, subject absolute right to the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by lawLender.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee Grantee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the MortgagorGrantor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee Grantee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee Grantee to the fullest extent permitted by law.

Appointment of Receiver. Upon If Tenant is in default of this Lease, Landlord shall have the occurrence right to have a receiver appointed to collect rent and during conduct Tenant’s business. Neither the continuance filing of an Event of Default, subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application petition for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with nor the appointment itself shall constitute an election by Landlord to terminate this Lease. Tenant agrees that in the event all or substantially all of its assets be placed in the hands of a receiver pursuant or trustee, and in the event receivership of trusteeship continue for a period of ten (10) days, or should Tenant make assignment for the benefit of creditors, or be adjudicated a bankrupt, or should Tenant institute any state or federal bankruptcy act wherein Tenant seeks to be adjudicated a bankrupt, or seeks to be discharged of its debts, or should any voluntary proceeding be filed against such Tenant under such bankruptcy laws and Tenant consents thereto or acquiesces therein by pleading or default, then this Section 5.2 Lease or any interest in and to the demised Premises shall not become an asset in any of such proceedings and in any of such events and in addition to any and all rights or remedies of Landlord hereunder of as provided by law, it shall be secured by this Mortgage. Notwithstanding lawful for Landlord at his option to declare the appointment of any receiverterm hereof ended and to re-enter the demised Premises and take possession hereof and remove all persons therefrom and Tenant shall have no further claim, trustee therein or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by lawhereunder.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee Agent shall be entitledentitled as a matter of right, without additional notice and without regard to the adequacy of any security for the Obligations indebtedness secured hereby, whether the same shall then be occupied as a homestead or not, and without regard to waste or the solvency of any party bound for its payment, and without giving bond, to make application for for, and the Mortgagor hereby consents to, the appointment of a receiver to take possession of and to operate the Premises, whether or not foreclosure proceedings have been commenced, and whether or not a foreclosure sale has occurred, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Credit Party Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the rights of a receiver under Minn. Stat. Section 576.01 as amended, and including without limitation, the power to execute leasesleases for terms which extend beyond the receivership, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said periodperiod and to apply the rents, issues, income and profits to the payment of the expenses enumerated in Minn. Stat. Receiver’s feesSection 576.01, reasonable attorneys’ fees Sub. 2, in the priority mentioned therein and costs incurred as provided below in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee Agent shall be entitled entitled, to retain possession and control of any cash or other instruments instruments, at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee Agent to the fullest extent permitted by law.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan Base Intercreditor Agreement, the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Base Intercreditor Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by law.

Appointment of Receiver. Upon the occurrence and during the continuance of an any Event of Default, subject or at any time thereafter, in addition to the terms all other rights, powers and remedies herein conferred or conferred by operation of the ABL/Term Loan Intercreditor Agreementlaw, the Mortgagee Secured Party shall be entitled, without additional notice and without regard entitled to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver of the Collateral without the necessity of the posting of a bond or notice; and shall, to the extent not prohibited by applicable law, be entitled to such receiver as a matter of right, without regard to the solvency or insolvency of Debtors, the value or adequacy of the Collateral or the Collateral being in danger of being materially injured or reduced in value as security by removal, destruction, deterioration, accumulation of prior liens or otherwise; and such receiver may be appointed by any court of competent jurisdiction upon ex parte application, and without notice, notice being expressly waived by Debtors to the extent such waiver is not prohibited by applicable law. Debtors do hereby consent to the appointment of such receiver or receivers, waive any and all defenses to such appointment, and agree not to oppose any application therefor by Secured Party, and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Article V. Nothing herein is to be construed to deprive Secured Party of any other right, remedy or privilege it may now or hereafter have under law to have a receiver appointed. Any money advanced by Secured Party in connection with any such receivership shall be a demand obligation owing by Debtors to Secured Party and shall bear interest, from the date of making such advancement until paid, at the Default Rate. Any such receiver shall have all powers conferred by the court appointing such receiver, which powers shall, to the extent not prohibited by applicable law include, without limitation, the right to enter upon and take immediate possession of the Collateral or any part thereof, to exclude Debtors therefrom, to hold, use, operate, manage and control such Collateral, to operate make all such repairs, replacements, alterations, additions and improvements to the Premisessame as such receiver or Secured Party may deem proper or expedient, to sell all of the Hydrocarbons included in the same subject to the provisions of Article III hereof, to demand and to collect all of the other earnings, rents, issues, profits, proceeds and income thereofother sums due or to become due with respect to such Collateral, accounting for only the net earnings arising therefrom after charging against the receipts therefrom all expenses of fees, costs, expenses, charges, damages and losses incurred by reason thereof plus interest thereon at the Default Rate without any liability to Debtors in connection therewith which net earnings shall be added turned over by such receiver to Secured Party to be applied by Secured Party to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws payment of the state Obligations in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual order set forth in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by law5.10.

Appointment of Receiver. Upon In addition to all other remedies herein ------------------------- provided for, Grantor agrees that upon the occurrence and during the continuance of an Event of Default, subject Default the Holder shall as a matter of right be entitled to the terms appointment of a receiver or receivers for all or any part of the ABL/Term Loan Intercreditor AgreementMortgaged Properties and/or the Collateral, the Mortgagee shall whether such receivership be entitledincident to a proposed sale (or sales) of such property or otherwise, without additional notice and without regard to the adequacy value of any security for the Obligations secured hereby, whether Mortgaged Properties and/or the same shall then be occupied as a homestead or not, Collateral or the solvency of any party bound person or persons liable for its paymentthe payment of the indebtedness secured hereby, and Grantor does hereby consent to make application for the appointment of a such receiver or receivers, to take possession of the extent permitted by law waives any and all defenses to operate the Premisessuch appointment, and agrees not to collect oppose any application therefor by the rents, issues, profits, Holder and income thereof, all expenses of which agrees that such appointment shall be added to the Obligations and secured hereby. The receiver shall have all in no manner affect the rights and powers provided for of the Holder under Article VI hereof. Nothing herein is to be construed to deprive the Holder of any other right, remedy or privilege it may now have under the laws of to have a receiver appointed. Any money advanced by the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred Holder in connection with any such receivership shall be a demand obligation owing by Grantor to the appointment Holder and shall bear interest from the date of making such advancement by the Holder until paid at the same rate as is provided in the Promissory Note for interest on past due principal and shall be a receiver pursuant to this Section 5.2 part of the Secured Indebtedness and shall be secured by this Mortgage. Notwithstanding Deed of Trust and by any other instrument securing the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by lawSecured Indebtedness.

Appointment of Receiver. Upon the occurrence and during the continuance of an any Event of Default, subject or at any time thereafter, in addition to the terms all other rights, powers and remedies herein conferred or conferred by operation of the ABL/Term Loan Intercreditor Agreementlaw, the Mortgagee Secured Party shall be entitled, without additional notice and without regard entitled to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver of the Collateral without the necessity of the posting of a bond or notice; and shall, to the extent not prohibited by applicable law, be entitled to such receiver as a matter of right, without regard to the solvency or insolvency of Debtors, the value or adequacy of the Collateral or the Collateral being in danger of being materially injured or reduced in value as security by removal, destruction, deterioration, accumulation of prior liens or otherwise; and such receiver may be appointed by any court of competent jurisdiction upon ex parte application, and without notice, notice being expressly waived by Debtors to the extent such waiver is not prohibited by applicable law. Debtors do hereby consent to the appointment of such receiver or receivers, waive any and all defenses to such appointment, and agree not to oppose any application therefor by Secured Party, and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Article V. Nothing herein is to be construed to deprive Secured Party of any other right, remedy or privilege it may now or hereafter have under law to have a receiver appointed. Any money advanced by Secured Party in connection with any such receivership shall be a demand obligation owing by Debtors to Secured Party and shall bear interest, from the date of making such advancement until paid, at the Default Rate. Any such receiver shall have all powers conferred by the court appointing such receiver, which powers shall, to the extent not prohibited by applicable law include, without limitation, the right to enter upon and take immediate possession of the Collateral or any part thereof, to exclude Debtors therefrom, to hold, use, operate, manage and control such Collateral, to operate make all such repairs, replacements, alterations, additions and improvements to the Premisessame as such receiver or Secured Party may deem proper or expedient, to sell all of the severed and extracted Hydrocarbons included in the same subject to the provisions of Article III hereof, to demand and collect all of the other earnings, rents, issues, profits, proceeds and income thereofother sums due or to become due with respect to such Collateral, accounting for only the net earnings arising therefrom after charging against the receipts therefrom all expenses of fees, costs, expenses, charges, damages and losses incurred by reason thereof plus interest thereon at the Default Rate without any liability to Debtors in connection therewith which net earnings shall be added turned over by such receiver to Secured Party to be applied by Secured Party to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws payment of the state Obligations in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual order set forth in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by law5.10.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of any applicable Intercreditor Agreement (as defined in the ABL/Term Loan Intercreditor Guarantee and Collateral Agreement), the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have EXHIBIT C SECOND LIEN CREDIT AGREEMENT all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to any applicable Intercreditor Agreement (as defined in the ABL/Term Loan Intercreditor Guarantee and Collateral Agreement), the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by law.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Mortgagee Agent shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations Indebtedness secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations Indebtedness and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the MortgagorGrantor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to the ABL/Term Loan Intercreditor Agreement, the Mortgagee Agent shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee Agent to the fullest extent permitted by law.

Appointment of Receiver. Upon Upon, or at any time prior or after, initiating the occurrence and during the continuance exercise of an Event any power of Defaultsale, subject to the terms instituting any judicial foreclosure or instituting any other foreclosure of the ABL/Term Loan Intercreditor Agreementliens and security interests provided for herein or any other legal proceedings hereunder, make application to a court of competent jurisdiction for appointment of a receiver for all or any part of the Mortgagee shall be entitledProperty, as a matter of strict right and without additional notice to Trustor and without regard to the adequacy of any security the Property for the repayment of the Secured Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of Trustor or any party bound person or persons liable for its paymentthe payment of the Secured Obligations, and Trustor does hereby irrevocably consent to make such appointment, waives any and all notices of and defenses to such appointment and agrees not to oppose any application for therefor by Beneficiary, but nothing herein is to be construed to deprive Beneficiary of any other right, remedy or privilege Beneficiary may now have under the law to have a receiver appointed, provided, however, that the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodianappointee by virtue of any court order, subject statute or regulation shall not impair or in any manner prejudice the rights of Beneficiary to receive payment of the Rents and Profits pursuant to other terms and provisions hereof. Any such receiver shall have all of the usual powers and duties of receivers in similar cases, including, without limitation, the full power to hold, develop, rent, lease, manage, maintain, operate and otherwise use or permit the use of the Property upon such terms and conditions as said receiver may deem to be prudent and reasonable under the circumstances as more fully set forth in Section 3.3 below. Such receivership shall, at the option of Beneficiary, continue until full payment of all of the Secured Obligations or until title to the ABL/Term Loan Intercreditor Agreement, the Mortgagee Property shall be entitled to retain possession and control have passed by foreclosure sale under this Deed of any cash Trust or other instruments at the time held by or payable or deliverable under the terms deed in lieu of the Mortgage to the Mortgagee to the fullest extent permitted by lawforeclosure.

Appointment of Receiver. Upon (a) After the occurrence and during the continuance of an any Event of Default, subject Mortgagee, to the terms of the ABL/Term Loan Intercreditor Agreementextent permitted by law, the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied entitled as a homestead or not, or the solvency matter of any party bound for its payment, right if it so elects to make application for the appointment of a receiver to enter upon and take possession of and to operate the Premises, Mortgaged Property and to collect the all rents, royalties, issues, profits, revenues, income and income thereofother benefits of and from the Mortgaged Property and apply the same as the court may direct or otherwise as may be permitted by law. Without limiting the generality of the foregoing or any other provision of this Mortgage, all expenses Mortgagor agrees that the failure of which shall be added Mortgagor to pay any Impositions (except to the Obligations and secured herebyextent permitted in connection with any contest pursuant to Section 1.05 of this Mortgage) or to maintain any insurance required with respect to the Mortgaged Property or to pay any premiums payable with respect to any such insurance shall constitute waste, justifying the appointment of a receiver. The receiver shall be entitled to hold, store, use, operate, manage and control the Mortgaged Property and conduct the business thereof as would Mortgagee pursuant to paragraph 3.03(c) above and shall have all the rights and powers provided for permitted under the laws of the state in which State of Connecticut and such other rights and powers as the Premises are located, including without limitation, the power court making such appointment shall confer. The receiver shall be liable to execute leases, and the power to collect the account only for rents, sales proceedsroyalties, issues, profits profits, revenues, income and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of other benefits actually received by such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee receiver or other custodian, subject to the ABL/Term Loan Intercreditor AgreementMortgagee, the Mortgagee as pledgee or depository, shall be entitled to retain the possession and control of any cash cash, deposits or other instruments held by Mortgagee at the time held by of such appointment or payable or deliverable to Mortgagee from time to time under the terms of this Mortgage or any of the Mortgage to the Mortgagee to the fullest extent permitted by lawother Loan Documents.

Appointment of Receiver. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of any applicable Intercreditor Agreement (as defined in the ABL/Term Loan Intercreditor Guarantee and Collateral Agreement), the Mortgagee shall be entitled, without additional notice and without regard to the adequacy of any security for the Obligations secured hereby, whether the same shall then be occupied as a homestead or not, or the solvency of any party bound for its payment, to make application for the appointment of a receiver to take possession of and to operate the Premises, and to collect the rents, issues, profits, and income thereof, all expenses of which shall be added to the Obligations and EXHIBIT C to SECOND LIEN CREDIT AGREEMENT secured hereby. The receiver shall have all the rights and powers provided for under the laws of the state in which the Premises are located, including without limitation, the power to execute leases, and the power to collect the rents, sales proceeds, issues, profits and proceeds of the Premises during the pendency of such foreclosure suit, as well as during any further times when the Mortgagor, its successors or assigns, except for the intervention of such receiver, would be entitled to collect such rents, sales proceeds, issues, proceeds and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Premises during the whole of said period. Receiver’s fees, reasonable attorneys’ fees and costs incurred in connection with the appointment of a receiver pursuant to this Section 5.2 shall be secured by this Mortgage. Notwithstanding the appointment of any receiver, trustee or other custodian, subject to any applicable Intercreditor Agreement (as defined in the ABL/Term Loan Intercreditor Guarantee and Collateral Agreement), the Mortgagee shall be entitled to retain possession and control of any cash or other instruments at the time held by or payable or deliverable under the terms of the Mortgage to the Mortgagee to the fullest extent permitted by law.