Common use of Consent to Receiver Clause in Contracts

Consent to Receiver. Without limiting the generality of the foregoing or limiting in any way the rights of the Lenders and the Administrative Agent under the Security Documents or otherwise under Applicable Law, and to the extent permitted by the FCC, at any time after the occurrence, and during the continuance, of an Event of Default, and acceleration of the Notes, the Administrative Agent, at the direction of the Required Lenders, shall be entitled to apply for and have a receiver or receiver and manager appointed under state (including Puerto Rico) or federal law or by a court of competent jurisdiction in any action taken by the Administrative Agent or the Secured Parties to enforce their rights and remedies hereunder and under the Loan Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Credit Parties, or any of them, and their Subsidiaries, and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Loans and other Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. EACH BORROWER HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD) AND ACCELERATION OF THE LOANS AND OBLIGATIONS, AS PROVIDED ABOVE. EACH BORROWER GRANTS SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGES THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE REQUIRED LENDERS IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN DOCUMENTS, AND THE AVAILABILITY OF, SUCH APPOINTMENT

Consent to Receiver. Without limiting the generality of the foregoing or limiting in any way the rights of the Lenders Secured Parties and the Administrative Agent under this Agreement or the Security other Credit Documents or otherwise under Applicable Law, and to the extent permitted by the FCCLaws, at any time after the occurrence, and during the continuance, continuance of an Event of Default, and acceleration of the Notes, the Administrative Agent, at the direction of the Required Lenders, Agent shall be entitled to apply for and have a receiver or receiver and manager appointed under state (including Puerto Rico) or federal law or by a court of competent jurisdiction in any action taken by the Administrative Agent or the Secured Parties to enforce their rights and remedies hereunder and under the Loan other Credit Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Credit Parties, Grantors or any of them, and their Subsidiaries, and to collect all revenues and profits thereof and apply the same to the payment of all reasonable expenses and other charges of such receivership, including the reasonable compensation of the receiver, and to the payment of the Loans and other Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. EACH BORROWER GRANTOR HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER DURING THE OCCURRENCE CONTINUANCE OF AN EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD) AND ACCELERATION OF THE LOANS AND OBLIGATIONS, AS PROVIDED ABOVEDEFAULT. EACH BORROWER GRANTOR GRANTS SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGES THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE REQUIRED LENDERS ADMINISTRATIVE AGENT AND SECURED PARTIES IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN DOCUMENTS, AND THE AVAILABILITY OFOF SUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING SECURED PARTIES TO PROVIDE (AND COMMIT TO PROVIDE) FINANCIAL ACCOMMODATIONS TO BORROWERS, SUCH APPOINTMENTAND AGREES TO ENTER INTO ANY AND ALL STIPULATIONS IN ANY LEGAL ACTIONS, OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION WITH THE FOREGOING AND TO COOPERATE FULLY WITH THE ADMINISTRATIVE AGENT AND SECURED PARTIES IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION OF THE COLLATERAL AND PROPERTY OF THE BORROWERS AND THEIR SUBSIDIARIES. NO RIGHT CONFERRED UPON SECURED PARTIES OR THE ADMINISTRATIVE AGENT HEREBY OR BY ANY LOAN DOCUMENT SHALL BE EXCLUSIVE OF ANY OTHER RIGHT REFERRED TO HEREIN OR THEREIN OR NOW OR HEREAFTER AVAILABLE AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE.

Consent to Receiver. Without limiting the generality of the foregoing or limiting in any way the rights of the Lenders Secured Parties and the Administrative Agent under the Security Credit Agreement, this Agreement or the other Loan Documents or otherwise under Applicable Law, and to the extent permitted by the FCCapplicable Laws, at any time after the occurrence, and during the continuance, of an Event of Default, and acceleration of the Notes, Default the Administrative Agent, at the direction of the Required Lenders, shall be entitled to apply for and have a receiver or receiver and manager appointed under appointed, to the extent permitted under, and in accordance with, applicable state (including Puerto Rico) or federal law or law, by a court of competent jurisdiction in any action taken by the Administrative Agent or the Secured Parties to enforce their rights and remedies under the Credit Agreement, hereunder and under the other Loan Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Credit Parties, Grantors or any of them, and their Subsidiaries, and to collect all revenues and profits thereof and apply the same to the payment of all reasonable expenses and other charges of such receivership, including the reasonable compensation of the receiver, and to the payment of the Loans and other Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. EACH BORROWER GRANTOR HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD) AND ACCELERATION OF THE LOANS AND OBLIGATIONSDEFAULT, AS PROVIDED ABOVE. EACH BORROWER GRANTOR GRANTS SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGES THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES AS PROVIDED ABOVE IS CONSIDERED ESSENTIAL BY THE REQUIRED LENDERS ADMINISTRATIVE AGENT AND SECURED PARTIES IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN DOCUMENTS, AND THE AVAILABILITY OFOF SUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING SECURED PARTIES TO PROVIDE (AND COMMIT TO PROVIDE) FINANCIAL ACCOMMODATIONS TO BORROWERS, SUCH APPOINTMENTAND AGREES TO ENTER INTO ANY AND ALL STIPULATIONS IN ANY LEGAL ACTIONS, OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION WITH THE FOREGOING AND TO COOPERATE FULLY WITH THE ADMINISTRATIVE AGENT AND SECURED PARTIES IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION OF THE COLLATERAL AND PROPERTY OF THE BORROWERS AND THEIR SUBSIDIARIES. NO RIGHT CONFERRED UPON SECURED PARTIES OR THE ADMINISTRATIVE AGENT HEREBY OR BY ANY OTHER LOAN DOCUMENT SHALL BE EXCLUSIVE OF ANY OTHER RIGHT REFERRED TO HEREIN OR THEREIN OR NOW OR HEREAFTER AVAILABLE AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE. Nothing herein shall be deemed to constitute any Grantor’s consent or acknowledgment to the existence of an Event of Default, or prevent any Grantor from contesting the appointment of a receiver on the basis that an Event of Default has not occurred or is then continuing.

Consent to Receiver. Without limiting the generality of the foregoing or limiting in any way the rights of the Lenders and the Administrative Agent under the Security Credit Agreement, this Agreement or the other Financing Documents or otherwise under Applicable Law, and to the extent permitted by the FCCapplicable Laws, at any time after the occurrence, and during the continuance, of an Event of Default, and acceleration of the Notes, the Administrative Agent, at the direction of the Required Lenders, Agent shall be entitled to apply for and have a receiver or receiver and manager appointed under state (including Puerto Rico) or federal law or by a court of competent jurisdiction in any action taken by the Administrative Agent or the Secured Parties Lenders to enforce their rights and remedies under the Credit Agreement, hereunder and under the Loan other Financing Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Credit Parties, Grantors or any of them, and their Subsidiaries, and to collect all revenues and profits thereof and apply the same to the payment of all reasonable expenses and other charges of such receivership, including the reasonable compensation of the receiver, and to the payment of the Loans and other Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. EACH BORROWER GRANTOR HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD) AND ACCELERATION OF THE LOANS AND OBLIGATIONSDEFAULT, AS PROVIDED ABOVE. EACH BORROWER GRANTOR GRANTS SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGES THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE REQUIRED AGENT AND LENDERS IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN FINANCING DOCUMENTS, AND THE AVAILABILITY OFOF SUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING LENDERS TO PROVIDE (AND COMMIT TO PROVIDE) FINANCIAL ACCOMMODATIONS TO BORROWER, SUCH APPOINTMENTAND AGREES TO ENTER INTO ANY AND ALL STIPULATIONS IN ANY LEGAL ACTIONS, OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION WITH THE FOREGOING AND TO COOPERATE FULLY WITH THE AGENT AND LENDERS IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION OF THE COLLATERAL AND PROPERTY OF BORROWER AND ITS SUBSIDIARIES. NO RIGHT CONFERRED UPON LENDERS OR THE AGENT HEREBY OR BY ANY FINANCING DOCUMENT SHALL BE EXCLUSIVE OF ANY OTHER RIGHT REFERRED TO HEREIN OR THEREIN OR NOW OR HEREAFTER AVAILABLE AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE.

Consent to Receiver. Without limiting the generality of the foregoing or limiting in any way the rights of the Lenders Agents and the Administrative Agent Lenders under the Security Credit Documents or otherwise under Applicable Law, and to the extent permitted by the FCCapplicable law, at any time after the occurrence, occurrence and during the continuance, continuance of an Event of Default, and acceleration of the Notes, the Administrative AgentAgents, at the direction of the Required Requisite Lenders, shall be entitled to apply for and have a receiver, an interim receiver or receiver and a receiver- manager appointed under state (including Puerto Rico) state, provincial, federal or federal foreign law or by a court of competent jurisdiction or other proper Governmental Authority in any action taken by the Administrative Agent Agents or the Secured Parties Lenders to enforce their rights and remedies hereunder and under the Loan other Credit Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Credit Parties, or any of them, and their respective Subsidiaries, and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the such receiver, interim receiver or receiver-manager, and to the payment of the Loans and other Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER CREDIT PARTY HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER, AN INTERIM RECEIVER AFTER OR A RECEIVER-MANAGER DURING THE OCCURRENCE CONTINUANCE OF AN EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD) AND ACCELERATION OF THE LOANS AND OBLIGATIONS, AS PROVIDED ABOVE. EACH BORROWER CREDIT PARTY GRANTS SUCH WAIVER XXXXXX AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGES THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER, AN INTERIM RECEIVER OR A RECEIVER-MANAGER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE REQUIRED LENDERS IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN CREDIT DOCUMENTS, AND THE AVAILABILITY OFOF SUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING THE LENDERS TO MAKE (AND COMMIT TO MAKE) THE LOANS TO COMPANIES, AND AGREES TO ENTER INTO ANY AND ALL STIPULATIONS IN ANY LEGAL ACTIONS OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION WITH THE FOREGOING AND TO COOPERATE FULLY WITH THE AGENTS AND THE LENDERS IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL BY SUCH APPOINTMENTRECEIVER, INTERIM RECEIVER OR RECEIVER-MANAGER OVER ALL OR ANY PORTION OF THE COLLATERAL AND PROPERTY OF THE CREDIT PARTIES AND THEIR SUBSIDIARIES. NO RIGHT CONFERRED UPON THE LENDERS OR THE AGENTS HEREBY OR BY ANY OTHER CREDIT DOCUMENT SHALL BE EXCLUSIVE OF ANY OTHER RIGHT REFERRED TO HEREIN OR THEREIN OR NOW OR HEREAFTER AVAILABLE AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE.

Consent to Receiver. Without limiting the generality of the foregoing or limiting in any way the rights of the Lenders and the Administrative Agent under the Security Documents or otherwise under Applicable Lawapplicable law, and to the extent permitted by the FCC, at any time after the occurrence, and during the continuance, of an Event of Default, and acceleration of the Notes, the Administrative Agent, at the direction of the Required Majority Lenders, shall be entitled to apply for and have a receiver or receiver and manager appointed under state (including Puerto Rico) state, or federal Federal law or of the United States by a court of competent jurisdiction in any action taken by the Administrative Agent or the Secured Parties Lenders to enforce their rights and remedies hereunder and under the Loan Security Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Credit Parties, or any of them, and their Subsidiariesrespective Borrowers, and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Loans and other Obligations Notes until a sale or other disposition of such Collateral shall be finally made and consummated. EACH BORROWER HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD) AND ACCELERATION OF THE LOANS AND OBLIGATIONS, AS PROVIDED ABOVE. EACH BORROWER GRANTS SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGES THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE REQUIRED LENDERS IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN DOCUMENTS, AND THE AVAILABILITY OFOF SUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING THE LENDERS TO MAKE (AND COMMIT TO MAKE) THE LOANS TO THE BORROWERS, SUCH APPOINTMENTAND AGREES TO ENTER INTO ANY AND ALL STIPULATIONS IN ANY LEGAL ACTIONS, OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION WITH THE FOREGOING AND TO COOPERATE FULLY WITH THE AGENT AND THE LENDERS IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION OF THE COLLATERAL.

Consent to Receiver. Without limiting the generality of the foregoing or limiting in any way the rights of the Lenders and the Administrative Agent under the Security Collateral Documents or otherwise under Applicable Law, and to the extent permitted by the FCCapplicable law, at any time after the occurrence, occurrence and during the continuance, continuance of an Event of Default, Default and acceleration of the NotesNotes and Obligations, the Administrative Agent, at the direction of the Required Requisite Lenders, shall be entitled to apply for and have a receiver or receiver and manager appointed under state (including Puerto Rico) or federal law or by a court of competent jurisdiction in any action taken by the Administrative Agent or the Secured Parties Lenders to enforce their rights and remedies hereunder and under the Loan Collateral Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Credit Parties, or any of them, and their Subsidiaries, and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Loans and other Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. EACH BORROWER CREDIT PARTY HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD) AND ACCELERATION OF THE LOANS NOTES AND OBLIGATIONS, AS PROVIDED ABOVE. EACH BORROWER CREDIT PARTY GRANTS SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGES THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE REQUIRED LENDERS IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY COLLATERAL DOCUMENTS AND OTHER LOAN DOCUMENTS, AND THE AVAILABILITY OFOF SUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING THE LENDERS TO MAKE (AND COMMIT TO MAKE) THE LOANS TO BORROWER, SUCH APPOINTMENTAND AGREED TO ENTER INTO ANY AND ALL STIPULATIONS IN ANY LEGAL ACTIONS, OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION WITH THE FOREGOING AND TO COOPERATE FULLY WITH THE AGENT AND THE LENDERS IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION OF THE COLLATERAL AND PROPERTY OF THE CREDIT PARTIES AND THEIR SUBSIDIARIES. NO RIGHT CONFERRED UPON THE LENDERS OR THE AGENT HEREBY OR BY ANY COLLATERAL DOCUMENT OR THE NOTES SHALL BE EXCLUSIVE OF ANY OTHER RIGHT REFERRED TO HEREIN OR THEREIN OR NOW OR HEREAFTER AVAILABLE AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE.

Consent to Receiver. Without limiting the generality of the ------------------- foregoing or limiting in any way the rights of the Lenders and the Administrative Agent under the Security Documents or otherwise under Applicable Law, and to the extent permitted by the FCCapplicable law, at any time after the occurrence, and during the continuance, of an Event of DefaultDefault arising under paragraph (b) or (c) of ARTICLE VIII, and or anytime after the acceleration of the NotesLoans, the Administrative Agent, at the direction of the Required Lenders, shall be entitled to apply for and have a receiver or receiver and manager appointed under state (including Puerto Rico) or federal Federal law or of the United States by a court of competent jurisdiction in any action taken by the Administrative Agent or the Secured Parties Lenders to enforce their rights and remedies hereunder and under the Loan Security Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business businesses of the Credit Parties, or any of them, and their SubsidiariesCompanies, and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Loans and other Obligations as aforesaid until a sale or other disposition of such Collateral shall be finally made and consummated. EACH BORROWER HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT The Borrower (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIODfor itself and, with all due authority, each Subsidiary) AND ACCELERATION OF THE LOANS AND OBLIGATIONShereby irrevocably consents to and waives any right to object to or otherwise contest the appointment of a receiver as provided above. The Borrower (for itself and with all due authority, AS PROVIDED ABOVE. EACH BORROWER GRANTS SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSELeach Subsidiary) grants such waiver and consent knowingly after having discussed the implications thereof with counsel, ACKNOWLEDGES THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE REQUIRED LENDERS IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN DOCUMENTSacknowledges that the uncontested right to have a receiver appointed for the foregoing purposes is considered essential by the Lenders in connection with the enforcement of their rights and remedies hereunder and under the Security Documents, AND THE AVAILABILITY OFand the availability of such appointment as a remedy under the foregoing circumstances was a material factor in inducing the Lenders to make (and commit to make) the Loans to the Borrower; and agrees to enter into any and all stipulations in any legal actions, SUCH APPOINTMENTor agreements or other instruments in connection with the foregoing and to cooperate fully with the Agent and the Lenders in connection with the assumption and exercise of control by the receiver over all or any portion of the Collateral.

Consent to Receiver. Without limiting the generality of the foregoing or ------------------- limiting in any way the rights of the Lenders and the Administrative Agent under the Security Documents or otherwise under Applicable Law, and to the extent permitted by the FCCapplicable law, at any time after the occurrence, and during the continuance, of an Event of DefaultDefault arising under paragraph (b) or (c) of ARTICLE VIII, and or anytime after the acceleration of the NotesLoans, the Administrative Agent, at the direction of the Required Lenders, shall be entitled to apply for and have a receiver or receiver and manager appointed under state (including Puerto Rico) or federal Federal law or of the United States by a court of competent jurisdiction in any action taken by the Administrative Agent or the Secured Parties Lenders to enforce their rights and remedies hereunder and under the Loan Security Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business businesses of the Credit Parties, or any of them, and their SubsidiariesCompanies, and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Loans and other Obligations as aforesaid until a sale or other disposition of such Collateral shall be finally made and consummated. EACH BORROWER HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT The Borrower (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIODfor itself and, with all due authority, each Subsidiary) AND ACCELERATION OF THE LOANS AND OBLIGATIONShereby irrevocably consents to and waives any right to object to or otherwise contest the appointment of a receiver as provided above. The Borrower (for itself and with all due authority, AS PROVIDED ABOVE. EACH BORROWER GRANTS SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSELeach Subsidiary) grants such waiver and consent knowingly after having discussed the implications thereof with counsel, ACKNOWLEDGES THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE REQUIRED LENDERS IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN DOCUMENTSacknowledges that the uncontested right to have a receiver appointed for the foregoing purposes is considered essential by the Lenders in connection with the enforcement of their rights and remedies hereunder and under the Security Documents, AND THE AVAILABILITY OFand the availability of such appointment as a remedy under the foregoing circumstances was a material factor in inducing the Lenders to make (and commit to make) the Loans to the Borrower; and agrees to enter into any and all stipulations in any legal actions, SUCH APPOINTMENTor agreements or other instruments in connection with the foregoing and to cooperate fully with the Agent and the Lenders in connection with the assumption and exercise of control by the receiver over all or any portion of the Collateral.

Consent to Receiver. Without limiting the generality of the foregoing or limiting in any way the rights of the Lenders Agents and the Administrative Agent Lenders under the Security Credit Documents or otherwise under Applicable Law, and to the extent permitted by the FCCapplicable law, at any time after the occurrence, occurrence and during the continuance, continuance of an Event of Default, and acceleration of the Notes, the Administrative AgentAgents, at the direction of the Required Requisite Lenders, shall be entitled to apply for and have a receiver, an interim receiver or receiver and a receiver-manager appointed under state (including Puerto Rico) state, provincial, federal or federal foreign law or by a court of competent jurisdiction or other proper Governmental Authority in any action taken by the Administrative Agent Agents or the Secured Parties Lenders to enforce their rights and remedies hereunder and under the Loan other Credit Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Credit Parties, or any of them, and their respective Subsidiaries, and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the such receiver, interim receiver or receiver-manager, and to the payment of the Loans and other Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER CREDIT PARTY HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER, AN INTERIM RECEIVER AFTER OR A RECEIVER-MANAGER DURING THE OCCURRENCE CONTINUANCE OF AN EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD) AND ACCELERATION OF THE LOANS AND OBLIGATIONS, AS PROVIDED ABOVE. EACH BORROWER CREDIT PARTY GRANTS SUCH WAIVER XXXXXX AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGES THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER, AN INTERIM RECEIVER OR A RECEIVER-MANAGER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE REQUIRED LENDERS IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN DOCUMENTS, AND THE AVAILABILITY OF, SUCH APPOINTMENTCONSIDERED

Consent to Receiver. Without limiting the generality of the foregoing or limiting in any way the rights of the Lenders Secured Parties and the Administrative Agent under the Security Collateral Documents or otherwise under Applicable Law, and to the extent permitted by the FCCapplicable Laws, at any time after the occurrence, and during the continuance, of an Event of Default, and acceleration of the Notes, the Administrative Agent, at the direction of the Required Lenders, shall be entitled to apply for and have a receiver or receiver and manager appointed under state (including Puerto Rico) or federal law or by a court of competent jurisdiction in any action taken by the Administrative Agent or the Secured Parties to enforce their rights and remedies hereunder and under the Loan Collateral Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Credit Parties, Loan Parties or any of them, and their Subsidiaries, and to collect all revenues and profits thereof and apply the same to the payment of all reasonable expenses and other charges of such receivership, including the reasonable compensation of the receiver, and to the payment of the Loans and other Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. EACH THE BORROWER HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD) AND ACCELERATION OF THE LOANS AND OBLIGATIONS, AS PROVIDED ABOVE. EACH THE BORROWER GRANTS SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGES THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE REQUIRED LENDERS ADMINISTRATIVE AGENT AND SECURED PARTIES IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN DOCUMENTS, AND THE AVAILABILITY OFOF SUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING SECURED PARTIES TO PROVIDE (AND COMMIT TO PROVIDE) FINANCIAL ACCOMMODATIONS TO LOAN PARTIES, SUCH APPOINTMENTAND AGREES TO ENTER INTO ANY AND ALL STIPULATIONS IN ANY LEGAL ACTIONS, OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION WITH THE FOREGOING AND TO COOPERATE FULLY WITH THE ADMINISTRATIVE AGENT AND SECURED PARTIES IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION OF THE COLLATERAL AND PROPERTY OF THE BORROWER AND ITS SUBSIDIARIES. NO RIGHT CONFERRED UPON SECURED PARTIES OR THE ADMINISTRATIVE AGENT HEREBY OR BY ANY SECURITY DOCUMENT OR THE NOTES SHALL BE EXCLUSIVE OF ANY OTHER RIGHT REFERRED TO HEREIN OR THEREIN OR NOW OR HEREAFTER AVAILABLE AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE.

Consent to Receiver. Without limiting the generality of the foregoing or limiting in any way the rights of the Lenders Agents and the Administrative Agent Lenders under the Security Credit Documents or otherwise under Applicable Law, and to the extent permitted by the FCCapplicable law, at any time after the occurrence, occurrence and during the continuance, continuance of an Event of Default, and acceleration of the Notes, the Administrative AgentAgents, at the direction of the Required Requisite Lenders, shall be entitled to apply for and have a receiver, an interim receiver or receiver and a receiver-manager appointed under state (including Puerto Rico) state, provincial, federal or federal foreign law or by a court of competent jurisdiction or other proper Governmental Authority in any action taken by the Administrative Agent Agents or the Secured Parties Lenders to enforce their rights and remedies hereunder and under the Loan other Credit Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Credit Parties, or any of them, and their respective Subsidiaries, and to collect all revenues and profits thereof and apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the such receiver, interim receiver or receiver-manager, and to the payment of the Loans and other Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER CREDIT PARTY HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER, AN INTERIM RECEIVER AFTER OR A RECEIVER-MANAGER DURING THE OCCURRENCE CONTINUANCE OF AN EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD) AND ACCELERATION OF THE LOANS AND OBLIGATIONS, AS PROVIDED ABOVE. EACH BORROWER CREDIT PARTY GRANTS SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGES THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER, AN INTERIM RECEIVER OR A RECEIVER-MANAGER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE REQUIRED LENDERS IN CONNECTION WITH THE ENFORCEMENT OF GS/Landec – Credit and Guaranty Agreement THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN CREDIT DOCUMENTS, AND THE AVAILABILITY OFOF SUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING THE LENDERS TO MAKE (AND COMMIT TO MAKE) THE LOANS TO COMPANIES, AND AGREES TO ENTER INTO ANY AND ALL STIPULATIONS IN ANY LEGAL ACTIONS OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION WITH THE FOREGOING AND TO COOPERATE FULLY WITH THE AGENTS AND THE LENDERS IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL BY SUCH APPOINTMENTRECEIVER, INTERIM RECEIVER OR RECEIVER-MANAGER OVER ALL OR ANY PORTION OF THE COLLATERAL AND PROPERTY OF THE CREDIT PARTIES AND THEIR SUBSIDIARIES. NO RIGHT CONFERRED UPON THE LENDERS OR THE AGENTS HEREBY OR BY ANY OTHER CREDIT DOCUMENT SHALL BE EXCLUSIVE OF ANY OTHER RIGHT REFERRED TO HEREIN OR THEREIN OR NOW OR HEREAFTER AVAILABLE AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE.

Consent to Receiver. Without limiting the generality of the foregoing or limiting in any way the rights of the Lenders Secured Parties and the Administrative Agent under the Security Loan Documents or otherwise under Applicable Law, and to the extent permitted by the FCCLaws, at any time after the occurrence, and during the continuance, of an Event of Default, and acceleration of the Notes, the Administrative Agent, at the direction of the Required Lenders, shall be entitled to apply for and have a receiver or receiver and manager appointed under state (including Puerto Rico) or federal law or by a court of competent jurisdiction in any action taken by the Administrative Agent or the Secured Parties to enforce their rights and remedies hereunder and under the Loan Collateral Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Credit Parties, Obligors or any of them, and their Subsidiaries, and to collect all revenues and profits thereof and apply the same to the payment of all reasonable expenses and other charges of such receivership, including the reasonable compensation of the receiver, and to the payment of the Loans and other Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. EACH BORROWER THE BORROWERS HEREBY IRREVOCABLY CONSENTS CONSENT TO AND WAIVES WAIVE ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD) AND ACCELERATION OF THE LOANS AND OBLIGATIONS, AS PROVIDED ABOVE. EACH BORROWER GRANTS THE BORROWERS GRANT SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGES ACKNOWLEDGE THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE REQUIRED LENDERS AGENT AND THE SECURED PARTIES IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN DOCUMENTS, AND THE AVAILABILITY OFOF SUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING THE SECURED PARTIES TO PROVIDE (AND COMMIT TO PROVIDE) FINANCIAL ACCOMMODATIONS TO THE BORROWERS, SUCH APPOINTMENTAND AGREES TO COOPERATE FULLY WITH THE AGENT AND THE SECURED PARTIES IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION OF THE COLLATERAL AND PROPERTY OF THE BORROWERS AND THE OTHER OBLIGORS. NO RIGHT CONFERRED UPON SECURED PARTIES OR THE AGENT HEREBY OR BY ANY SECURITY DOCUMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT SHALL BE EXCLUSIVE OF ANY OTHER RIGHT REFERRED TO HEREIN OR THEREIN OR NOW OR HEREAFTER AVAILABLE AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE.