Common use of Appointment of a Receiver Clause in Contracts

Appointment of a Receiver. Agent may seek the appointment of a receiver, manager or receiver and manager (a “Receiver”) under the laws of Canada or any province thereof to take possession of all or any portion of the Collateral of any Loan Party or to operate same and, to the maximum extent permitted by law, may seek the appointment of such a Receiver without the requirement of prior notice or a hearing. Any such Receiver shall, to the extent permitted by law, so far as concerns responsibility for his/her acts, be deemed agent of such Loan Party and not Agent and the Lenders, and Agent and the Lenders shall not be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver, his/her servants or employees, absent the gross negligence or willful misconduct of the Agent or the Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. Subject to the provisions of the instrument appointing him/her, any such Receiver shall have power to take possession of Collateral of any Loan Party, to preserve Collateral of such Loan Party or its value, to carry on or concur in carrying on all or any part of the business of such Loan Party and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral of such Loan Party. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including a Loan Party, enter upon, use and occupy all premises owned or occupied by a Loan Party wherein Collateral of such Loan Party may be situated, maintain Collateral of a Loan Party upon such premises, borrow money on a secured or unsecured basis and use Collateral of a Loan Party directly in carrying on such Loan Party’s business or as security for loans or advances to enable the Receiver to carry on such Loan Party’s business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by Agent, all money received from time to time by such Receiver in carrying out his/her appointment shall be received in trust for and paid over to Agent. Every such Receiver may, in the discretion of Agent, be vested with all or any of the rights and powers of Agent and the Lenders. Agent may, either directly or through its nominees, exercise any or all powers and rights given to a Receiver by virtue of the foregoing provisions of this paragraph.

Appointment of a Receiver. Agent a) In every case of the Lenders issuing a Substitution Notice and the First Party refusing to take over the Project and the Corporation failing to operate the Project in accordance with clause 4 (c) above and the First Party not electing to act as Receiver as per sub-clause 9.1 (b) hereof, the Lenders may seek the institute protective legal proceedings for appointment of a receiver, manager or receiver and manager (a the “Receiver”) to maintain, preserve and protect the assets held as security by the Lenders if such right is granted under the laws terms of Canada or any province thereof the Financing Agreements. b) Provided that in event of the First Party refusing to take possession of all or any portion over the Project and the Corporation failing to operate the Project in accordance with clause 4 (c) above, and if the assets of the Collateral Project are, in the opinion of any Loan the First Party, necessary and required for the operation and maintenance of the Project, the First Party or shall be entitled to operate same andelect to act as the Receiver for the purposes of this clause and be entitled to maintain, preserve and protect the said assets by engaging an operator/service provider to the maximum extent permitted by law, may seek the appointment of such a Receiver without the requirement of prior notice or a hearing. Any such Receiver shall, to the extent permitted by law, so far as concerns responsibility for his/her acts, be deemed agent of such Loan Party and not Agent and the Lenders, and Agent act on their behalf and the Lenders shall not be in any way responsible for any misconduct, negligence or non-feasance on and Corporation hereby consent and agree to the part of any such same. Upon the First Party so intimating the Corporation and the Lender’s representative their desire to act as Receiver, his/her servants or employees, absent the gross negligence or willful misconduct Corporation and the Lender’s representative shall co-operate with the First Party to facilitate the same. c) Upon appointment of the Agent Court appointed Receiver or the Lenders First Party acting as determined pursuant to a finalReceiver, non-appealable order of a court of competent jurisdiction. Subject to all the provisions of the instrument appointing him/her, any Receivables received by such Receiver shall have power to take possession of Collateral of any Loan Party, to preserve Collateral of such Loan Party or its value, to carry on or concur in carrying on all or any part of the business of such Loan Party and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral of such Loan Party. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including a Loan Party, enter upon, use and occupy all premises owned or occupied be deposited by a Loan Party wherein Collateral of such Loan Party may be situated, maintain Collateral of a Loan Party upon such premises, borrow money on a secured or unsecured basis and use Collateral of a Loan Party directly in carrying on such Loan Party’s business or as security for loans or advances to enable the Receiver to carry on such Loan Party’s business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by Agent, all money received from time to time by such Receiver in carrying out his/her appointment shall be received in trust for and paid over to Agent. Every such Receiver may, in the discretion of Agent, be vested with all or any of bank account jointly designated by the rights and powers of Agent First Party and the Lenders. Agent may, either directly or through The Receiver shall be responsible for protecting the assets in receivership and shall render a true and proper account of the receivership to the lenders in accordance with the terms of its nominees, exercise any or all powers and rights given to appointment. d) When acting as a Receiver or operator in accordance with this Article 9 or clause 4 (b), the First Party shall be entitled to be remunerated for such services as may be determined by virtue Central Electricity Regulatory Commission. Furthermore, when acting as a Receiver, the First Party shall not be liable to the Lenders, the Lenders’ Representative, Corporation or any third party for any default under this Agreement, damage or loss to the Power Station or for any other reason whatsoever, except for willful default of the foregoing provisions of this paragraphFirst Party.

Appointment of a Receiver. Upon the occurrence and during the continuance of an Event of Default, Agent may seek the appointment of a receiver, manager or receiver and manager (a “Receiver”) under the laws of Canada or any province thereof to take possession of all or any portion of the Collateral of any Loan Party or to operate same and, to the maximum extent permitted by law, may seek the appointment of such a Receiver without the requirement of prior notice or a hearing. Any such Receiver shall, to the extent permitted by law, so far as concerns responsibility for his/her acts, be deemed to be an agent of such Loan Party and not Agent and the Lenders, and Agent and the Lenders shall not be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver, or his/her servants or employees, absent the gross negligence negligence, bad faith or willful misconduct of the Agent or the Lenders as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. Subject to the provisions of the instrument appointing him/her, any such Receiver shall have power to take possession of Collateral of any Loan Party, to preserve Collateral of such Loan Party or its value, to carry on or concur in carrying on all or any part of the business of such Loan Party and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral of such Loan Party. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including a Loan Party, enter upon, use and occupy all premises owned or occupied by a Loan Party wherein Collateral of such Loan Party may be situated, maintain Collateral of a Loan Party upon such premises, borrow money on a secured or unsecured basis and use Collateral of a Loan Party directly in carrying on such Loan Party’s business or as security for loans or advances to enable the Receiver to carry on such Loan Party’s business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by Agent, all money received from time to time by such Receiver in carrying out his/her appointment shall be received in trust for and paid over to Agent. Every such Receiver may, in the discretion of Agent, be vested with all or any of the rights and powers of Agent and the Lenders. Agent may, either directly or through its nominees, exercise any or all powers and rights given to a Receiver by virtue of the foregoing provisions of this paragraph.

Appointment of a Receiver. Agent a) In every case of the Lenders issuing a Substitution Notice and the Procurer refusing to take over the Project and the Seller failing to operate the Project in accordance with clause 4 (c) above and the Procurer not electing to act as Receiver as per sub-clause 9.1 (b) hereof, the Lenders may seek the institute protective legal proceedings for appointment of a receiver, manager or receiver and manager (a the “Receiver”) to maintain, preserve and protect the assets held as security by the Lenders if such right is granted under the laws terms of Canada or any province thereof the Financing Agreements. b) Provided that in event of the Procurer refusing to take possession of all or any portion over the Project and the Seller failing to operate the Project in accordance with clause 4 (c) above, and if the assets of the Collateral Project are, in the opinion of any Loan Party or the Procurer, necessary and required for the operation and maintenance of the Project, the Procurer shall be entitled to operate same andelect to act as the Receiver for the purposes of this clause and be entitled to maintain, preserve and protect the said assets by engaging an operator/service provider to the maximum extent permitted by law, may seek the appointment of such a Receiver without the requirement of prior notice or a hearing. Any such Receiver shall, to the extent permitted by law, so far as concerns responsibility for his/her acts, be deemed agent of such Loan Party and not Agent and the Lenders, and Agent act on their behalf and the Lenders shall not be in any way responsible for any misconduct, negligence or non-feasance on and Seller hereby consent and agree to the part of any such same. Upon the Procurer so intimating the Seller and the Lender's representative their desire to act as Receiver, his/her servants or employees, absent the gross negligence or willful misconduct Seller and the Lender's representative shall co-operate with the Procurer to facilitate the same. c) Upon appointment of the Agent Court appointed Receiver or the Lenders Procurer acting as determined pursuant to a finalReceiver, non-appealable order of a court of competent jurisdiction. Subject to all the provisions of the instrument appointing him/her, any Receivables received by such Receiver shall have power to take possession of Collateral of any Loan Party, to preserve Collateral of such Loan Party or its value, to carry on or concur in carrying on all or any part of the business of such Loan Party and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral of such Loan Party. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including a Loan Party, enter upon, use and occupy all premises owned or occupied be deposited by a Loan Party wherein Collateral of such Loan Party may be situated, maintain Collateral of a Loan Party upon such premises, borrow money on a secured or unsecured basis and use Collateral of a Loan Party directly in carrying on such Loan Party’s business or as security for loans or advances to enable the Receiver to carry on such Loan Party’s business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by Agent, all money received from time to time by such Receiver in carrying out his/her appointment shall be received in trust for and paid over to Agent. Every such Receiver may, in the discretion of Agent, be vested with all or any of bank account jointly designated by the rights and powers of Agent Procurer and the Lenders. Agent may, either directly or through The Receiver shall be responsible for protecting the assets in receivership and shall render a true and proper account of the receivership to the lenders in accordance with the terms of its nominees, exercise any or all powers and rights given to appointment. d) When acting as a Receiver or operator in accordance with this Article 9 or clause 4 (b), the Procurer shall be entitled to be remunerated for such services as may be determined by virtue Central Electricity Regulatory Commission. Furthermore, when acting as a Receiver, the Procurer shall not be liable to the Lenders, the Lenders' Representative, Seller or any third party for any default under this Agreement, damage or loss to the Power Station or for any other reason whatsoever, except for willful default of the foregoing provisions of this paragraphProcurer.

Appointment of a Receiver. Agent a) In every case of the Lenders issuing a Substitution Notice and the Procurer refusing to take over the Project and the Seller failing to operate the Project in accordance with clause 4 (c) above and the Procurer not electing to act as Receiver as per sub-clause 9.1 (b) hereof, the Lenders may seek the institute protective legal proceedings for appointment of a receiver, manager or receiver and manager (a the “Receiver”) to maintain, preserve and protect the assets held as security by the Lenders if such right is granted under the laws terms of Canada or any province thereof the Financing Agreements. Initials: __________ Initials: __________ Strictly Confidential Property of BioCrude Technologies, Inc. Power Purchase Agreement (PPA) b) Provided that in event of the Procurer refusing to take possession of all or any portion over the Project and the Seller failing to operate the Project in accordance with clause 4 (c) above, and if the assets of the Collateral Project are, in the opinion of any Loan Party or the Procurer, necessary and required for the operation and maintenance of the Project, the Procurer shall be entitled to operate same andelect to act as the Receiver for the purposes of this clause and be entitled to maintain, preserve and protect the said assets by engaging an operator/service provider to the maximum extent permitted by law, may seek the appointment of such a Receiver without the requirement of prior notice or a hearing. Any such Receiver shall, to the extent permitted by law, so far as concerns responsibility for his/her acts, be deemed agent of such Loan Party and not Agent and the Lenders, and Agent act on their behalf and the Lenders shall not be in any way responsible for any misconduct, negligence or non-feasance on and Seller hereby consent and agree to the part of any such same. Upon the Procurer so intimating the Seller and the Lender's representative their desire to act as Receiver, his/her servants or employees, absent the gross negligence or willful misconduct Seller and the Lender's representative shall co-operate with the Procurer to facilitate the same. c) Upon appointment of the Agent Court appointed Receiver or the Lenders Procurer acting as determined pursuant to a finalReceiver, non-appealable order of a court of competent jurisdiction. Subject to all the provisions of the instrument appointing him/her, any Receivables received by such Receiver shall have power to take possession of Collateral of any Loan Party, to preserve Collateral of such Loan Party or its value, to carry on or concur in carrying on all or any part of the business of such Loan Party and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral of such Loan Party. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including a Loan Party, enter upon, use and occupy all premises owned or occupied be deposited by a Loan Party wherein Collateral of such Loan Party may be situated, maintain Collateral of a Loan Party upon such premises, borrow money on a secured or unsecured basis and use Collateral of a Loan Party directly in carrying on such Loan Party’s business or as security for loans or advances to enable the Receiver to carry on such Loan Party’s business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by Agent, all money received from time to time by such Receiver in carrying out his/her appointment shall be received in trust for and paid over to Agent. Every such Receiver may, in the discretion of Agent, be vested with all or any of bank account jointly designated by the rights and powers of Agent Procurer and the Lenders. Agent may, either directly or through The Receiver shall be responsible for protecting the assets in receivership and shall render a true and proper account of the receivership to the lenders in accordance with the terms of its nominees, exercise any or all powers and rights given to appointment. d) When acting as a Receiver or operator in accordance with this Article 9 or clause 4 (b), the Procurer shall be entitled to be remunerated for such services as may be determined by virtue Central Electricity Regulatory Commission. Furthermore, when acting as a Receiver, the Procurer shall not be liable to the Lenders, the Lenders' Representative, Seller or any third party for any default under this Agreement, damage or loss to the Power Station or for any other reason whatsoever, except for willful default of the foregoing provisions of this paragraphProcurer.