Common use of Enforcement by the Administrative Agent Clause in Contracts

Enforcement by the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article XII for the benefit of all the Lenders and the Issuing Bank; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (ii) the Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Bank) hereunder, under the other Loan Documents, (iii) any Specified Derivatives Provider from exercising the rights and remedies that inure to its benefit or under any Specified Derivatives Contract, (iv) any Lender from exercising setoff rights in accordance with Section 13.4 (subject to the terms of Section 3.3), or (v) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Loan Documents, then (x) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article XII and (y) in addition to the matters set forth in clauses (ii), (iv) and (v) of the preceding proviso and subject to Section 3.3, any Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies available to it and as authorized by the Requisite Lenders.

Enforcement by the Administrative Agent. Notwithstanding anything 10.1 The Administrative Agent’s power of enforcement over the Collateral shall become exercisable immediately upon the occurrence of an Event of Default which is continuing, provided that the Administrative Agent has served on the Grantor written notice specifying the Event of Default which is continuing. 10.2 Subject only to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively byLaw, the Administrative Agent may exercise the power of enforcement in accordance respect of the Security Interests in any manner permitted by or not in conflict with Article XII the Law, including, without limitation, by the Administrative Agent or some person on its behalf: 10.2.1 appropriating all or some of the Collateral (whether in one or a number of transactions and whether simultaneously or in series); 10.2.2 selling all or some of the Collateral (whether in one or a number of transactions and whether simultaneously or in series); 10.2.3 by taking any one or more of the following ancillary actions: (a) taking control or possession of all or any of the Collateral; (b) exercising any rights of the Grantor in relation to all or any of the Collateral; (c) instructing any person who has an obligation in relation to all or any of the Collateral to carry out that obligation for the benefit of all the Lenders and the Issuing Bank; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure (or to its benefit order); and 10.2.4 exercising or applying any remedy set out in this Clause 10.2.4 (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (ii) the Issuing Bank from exercising the rights and such remedies that inure to its benefit (solely in its capacity as the Issuing Bank) hereunder, under the other Loan Documents, (iii) any Specified Derivatives Provider from exercising the rights and remedies that inure to its benefit or under any Specified Derivatives Contract, (iv) any Lender from exercising setoff rights in accordance with Section 13.4 (subject being exercisable pursuant to the terms power of Section 3.3), or (venforcement) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under extent that such remedy is not in conflict with the Law: (a) directing from time to time the Grantor as to how it shall exercise or cause to be exercised all or any Debtor Relief Lawvoting and other rights attaching to all or any Affected Securities; (b) directing the Grantor as to the disposal of all or any of the Collateral, including, where appropriate specifying the person(s) who are to acquire such Collateral, the terms upon and manner in which such disposal(s) shall take place, including the price or other cause or consideration (whether payable immediately, by instalments or otherwise deferred); and provided, further, that if at any time there is no Person acting directing the mode of application of the proceeds of such disposal(s) in such manner as the Administrative Agent hereunder and under the other Loan Documentsshall in its absolute discretion determine, then (x) the Requisite Lenders shall have the rights otherwise ascribed including by way of sale to a third party, to the Administrative Agent or to an associate or nominee of the Administrative Agent. 10.3 For the purposes of this Agreement, references to the exercise of a “power of enforcement” shall include any method or process by which value is given, allowed or credited by the Administrative Agent for the Collateral against the Secured Obligations. 10.4 Where the power of appropriation or sale is exercised in relation to any non-monetary obligation, the “monetary value” (as referred to in Article 51 (When does a surplus exist?) of the Law) of such obligation shall be the loss or losses suffered by the Secured Parties or by any other person by reason of non-performance of such obligation (including as such obligation is owed, or also owed, to any other person), including, without limitation, any such loss(es) as calculated and set out in a certificate submitted to the Grantor by the Administrative Agent. 10.5 The Administrative Agent may at any time and from time to time exercise one or more than one of the powers set out in Clause 10.2, in whatever order and combination as the Administrative Agent thinks fit. 10.6 In accordance with Article 44(4) of the Law, the Administrative Agent and the Grantor hereby agree that notice need not be given under Article 44 (Notice of appropriation or sale of collateral) of the Law to the Grantor. 10.7 The Administrative Agent may at its discretion: 10.7.1 exercise its power of enforcement in respect of the Security Interests over any part of the Collateral without reference to the time, manner, cause, consideration or Exchange Rate that may be/has been applicable to such exercise in respect of any other part of the Collateral; and 10.7.2 refrain from exercising its power of enforcement in respect of the Security Interests over any one part of the Collateral notwithstanding that it shall have exercised such power over any other part of the Collateral. 10.8 No person dealing with the Administrative Agent shall be concerned to enquire as to the propriety of exercise of any power of enforcement in respect of the Security Interests (including, without limitation, whether any Security Interest has become enforceable, whether any of the Secured Obligations remain due, as to the necessity or expediency of any conditions to which a sale or other disposition is made subject or generally as to the application of any monies representing the proceeds of enforcement of the Security Interests in respect of the Collateral). Each such dealing shall be deemed in favour of such person to be valid, binding and effectual. 10.9 To the fullest extent permitted by law, the Administrative Agent shall be under no liability to the Grantor for any failure to apply and distribute any monies representing the proceeds of enforcement of the Security Interests in respect of the Collateral in accordance with the Law if the Administrative Agent applies and distributes such monies in good faith without further enquiry and in accordance with the information expressly known to it at the time of application and distribution. 10.10 In accordance with Article 54(5)(a) of the Law, the Administrative Agent and the Grantor hereby agree that the Grantor shall not have any right of reinstatement pursuant to Article XII and (y) in addition to the matters set forth in clauses (ii), (iv) and (v54(4) of the preceding proviso Law or otherwise. 10.11 The Administrative Agent is not obliged to marshal, enforce, apply, appropriate, recover or exercise any security, guarantee or other right held by it, or any moneys or property that it holds or is entitled to receive, before the power of enforcement is exercised. 10.12 The Administrative Agent will be accountable (and subject the Grantor is entitled to Section 3.3be credited) only for actual value or proceeds realised by the Administrative Agent arising from the appropriation, sale or other realisation of any Lender may, with Collateral by the consent Administrative Agent. 10.13 If the value or proceeds of the Requisite Lendersappropriation, enforce sale or other realisation of any rights and remedies available Collateral is insufficient to it and as authorized by discharge the Requisite LendersSecured Obligations in full, the Grantor will remain liable to the Administrative Agent for any shortfall.

Enforcement by the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article XII for the benefit of all the Lenders and the Issuing Bank; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (ii) the Issuing Bank or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing BankBank or Swingline Lender) hereunder, under the other Loan Documents, (iii) any Specified Derivatives Provider from exercising the rights and remedies that inure to its benefit or under any Specified Derivatives Contract, (iv) any Lender from exercising setoff rights in accordance with Section 13.4 (subject to the terms of Section 3.3), or (v) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Loan Documents, then (x) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article XII and (y) in addition to the matters set forth in clauses (ii), (iv) and (v) of the preceding proviso and subject to Section 3.3, any Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies available to it and as authorized by the Requisite Lenders.

Enforcement by the Administrative Agent. Notwithstanding anything 7.1 The Administrative Agent’s power of enforcement over the Collateral shall become exercisable immediately upon the occurrence of an Event of Default which is continuing, provided that the Administrative Agent has served on the Grantor written notice specifying the Event of Default which is continuing. 7.2 Subject only to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively byLaw, the Administrative Agent may exercise the power of enforcement in accordance respect of the Security Interests in any manner permitted by or not in conflict with Article XII the Law, including, without limitation, by the Administrative Agent or some person on its behalf: 7.2.1 appropriating all or some of the Collateral (whether in one or a number of transactions and whether simultaneously or in series); 7.2.2 selling all or some of the Collateral (whether in one or a number of transactions and whether simultaneously or in series); 7.2.3 by taking any one or more of the following ancillary actions: (a) taking control or possession of all or any of the Collateral; (b) exercising any rights of the Grantor in relation to all or any of the Collateral; (c) instructing any person who has an obligation in relation to all or any of the Collateral to carry out that obligation for the benefit of all the Lenders and the Issuing Bank; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure (or to its benefit order); and 7.2.4 exercising or applying any remedy set out in this Clause 7.2.4 (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (ii) the Issuing Bank from exercising the rights and such remedies that inure to its benefit (solely in its capacity as the Issuing Bank) hereunder, under the other Loan Documents, (iii) any Specified Derivatives Provider from exercising the rights and remedies that inure to its benefit or under any Specified Derivatives Contract, (iv) any Lender from exercising setoff rights in accordance with Section 13.4 (subject being exercisable pursuant to the terms power of Section 3.3), or (venforcement) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under extent that such remedy is not in conflict with the Law: (a) directing from time to time the Grantor as to how it shall exercise or cause to be exercised all or any Debtor Relief Lawrights attaching to all or any of the Collateral; (b) directing the Grantor as to the disposal of all or any of the Collateral, including, where appropriate specifying the person(s) who are to acquire such Collateral, the terms upon and manner in which such disposal(s) shall take place, including the price or other cause or consideration (whether payable immediately, by instalments or otherwise deferred); and provided, further, that if at any time there is no Person acting directing the mode of application of the proceeds of such disposal(s) in such manner as the Administrative Agent hereunder and under the other Loan Documentsshall in its absolute discretion determine, then (x) the Requisite Lenders shall have the rights otherwise ascribed including by way of sale to a third party, to the Administrative Agent or to an associate or nominee of the Administrative Agent. 7.3 For the purposes of this Agreement, references to the exercise of a “power of enforcement” shall include any method or process by which value is given, allowed or credited by the Administrative Agent for the Collateral against the Secured Obligations. 7.4 Where the power of appropriation or sale is exercised in relation to any non-monetary obligation, the “monetary value” (as referred to in Article 51 (When does a surplus exist?) of the Law) of such obligation shall be the loss or losses suffered by the Secured Parties or by any other person by reason of non-performance of such obligation (including as such obligation is owed, or also owed, to any other person), including, without limitation, any such loss(es) as calculated and set out in a certificate submitted to the Grantor by the Administrative Agent. 7.5 The Administrative Agent may at any time and from time to time exercise one or more than one of the powers set out in Clause 7.2, in whatever order and combination as the Administrative Agent thinks fit. 7.6 In accordance with Article 44(4) of the Law, the Administrative Agent and the Grantor hereby agree that notice need not be given under Article 44 (Notice of appropriation or sale of collateral) of the Law to the Grantor. 7.7 The Administrative Agent may at its discretion: 7.7.1 exercise its power of enforcement in respect of the Security Interests over any part of the Collateral without reference to the time, manner, cause, consideration or Exchange Rate that may be/has been applicable to such exercise in respect of any other part of the Collateral; and 7.7.2 refrain from exercising its power of enforcement in respect of the Security Interests over any one part of the Collateral notwithstanding that it shall have exercised such power over any other part of the Collateral. 7.8 No person dealing with the Administrative Agent shall be concerned to enquire as to the propriety of exercise of any power of enforcement in respect of the Security Interests (including, without limitation, whether any Security Interest has become enforceable, whether any of the Secured Obligations remain due, as to the necessity or expediency of any conditions to which a sale or other disposition is made subject or generally as to the application of any monies representing the proceeds of enforcement of the Security Interests in respect of the Collateral). Each such dealing shall be deemed in favour of such person to be valid, binding and effectual. 7.9 To the fullest extent permitted by law, the Administrative Agent shall be under no liability to the Grantor for any failure to apply and distribute any monies representing the proceeds of enforcement of the Security Interests in respect of the Collateral in accordance with the Law if the Administrative Agent applies and distributes such monies in good faith without further enquiry and in accordance with the information expressly known to it at the time of application and distribution. 7.10 In accordance with Article 54(5)(a) of the Law, the Administrative Agent and the Grantor hereby agree that the Grantor shall not have any right of reinstatement pursuant to Article XII and (y) in addition to the matters set forth in clauses (ii), (iv) and (v54(4) of the preceding proviso Law or otherwise. 7.11 The Administrative Agent is not obliged to marshal, enforce, apply, appropriate, recover or exercise any security, guarantee or other right held by it, or any moneys or property that it holds or is entitled to receive, before the power of enforcement is exercised. 7.12 The Administrative Agent will be accountable (and subject the Grantor is entitled to Section 3.3be credited) only for actual value or proceeds realised by the Administrative Agent arising from the appropriation, sale or other realisation of any Lender may, with Collateral by the consent Administrative Agent. 7.13 If the value or proceeds of the Requisite Lendersappropriation, enforce sale or other realisation of any rights and remedies available Collateral is insufficient to it and as authorized by discharge the Requisite LendersSecured Obligations in full, the Grantor will remain liable to the Administrative Agent for any shortfall.

Enforcement by the Administrative Agent. Notwithstanding anything 9.1 The Administrative Agent’s power of enforcement over the Collateral shall become exercisable immediately upon the occurrence of an Event of Default which is continuing, provided that the Administrative Agent has served on the Grantor written notice specifying the Event of Default which is continuing. 9.2 Subject only to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively byLaw, the Administrative Agent may exercise the power of enforcement in accordance respect of the Security Interests in any manner permitted by or not in conflict with Article XII the Law, including, without limitation, by the Administrative Agent or some person on its behalf: 9.2.1 appropriating all or some of the Collateral (whether in one or a number of transactions and whether simultaneously or in series); 9.2.2 selling all or some of the Collateral (whether in one or a number of transactions and whether simultaneously or in series); 9.2.3 by taking any one or more of the following ancillary actions: (a) taking control or possession of all or any of the Collateral; (b) exercising any rights of the Grantor in relation to all or any of the Collateral; (c) instructing any person who has an obligation in relation to all or any of the Collateral to carry out that obligation for the benefit of all the Lenders and the Issuing Bank; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure (or to its benefit order); and 9.2.4 exercising or applying any remedy set out in this Clause 9.2.4 (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (ii) the Issuing Bank from exercising the rights and such remedies that inure to its benefit (solely in its capacity as the Issuing Bank) hereunder, under the other Loan Documents, (iii) any Specified Derivatives Provider from exercising the rights and remedies that inure to its benefit or under any Specified Derivatives Contract, (iv) any Lender from exercising setoff rights in accordance with Section 13.4 (subject being exercisable pursuant to the terms power of Section 3.3), or (venforcement) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under extent that such remedy is not in conflict with the Law: (a) directing from time to time the Grantor as to how it shall exercise or cause to be exercised all or any Debtor Relief Lawvoting and other rights attaching to all or any Affected Securities; (b) directing the Grantor as to the disposal of all or any of the Collateral, including, where appropriate specifying the person(s) who are to acquire such Collateral, the terms upon and manner in which such disposal(s) shall take place, including the price or other cause or consideration (whether payable immediately, by instalments or otherwise deferred); and provided, further, that if at any time there is no Person acting directing the mode of application of the proceeds of such disposal(s) in such manner as the Administrative Agent hereunder and under the other Loan Documentsshall in its absolute discretion determine, then (x) the Requisite Lenders shall have the rights otherwise ascribed including by way of sale to a third party, to the Administrative Agent or to an associate or nominee of the Administrative Agent. 9.3 For the purposes of this Agreement, references to the exercise of a “power of enforcement” shall include any method or process by which value is given, allowed or credited by the Administrative Agent for the Collateral against the Secured Obligations. 9.4 Where the power of appropriation or sale is exercised in relation to any non-monetary obligation, the “monetary value” (as referred to in Article 51 (When does a surplus exist?) of the Law) of such obligation shall be the loss or losses suffered by the Secured Parties or by any other person by reason of non-performance of such obligation (including as such obligation is owed, or also owed, to any other person), including, without limitation, any such loss(es) as calculated and set out in a certificate submitted to the Grantor by the Administrative Agent. 9.5 The Administrative Agent may at any time and from time to time exercise one or more than one of the powers set out in Clause 9.2, in whatever order and combination as the Administrative Agent thinks fit. 9.6 In accordance with Article 44(4) of the Law, the Administrative Agent and the Grantor hereby agree that notice need not be given under Article 44 (Notice of appropriation or sale of collateral) of the Law to the Grantor. 9.7 The Administrative Agent may at its discretion: 9.7.1 exercise its power of enforcement in respect of the Security Interests over any part of the Collateral without reference to the time, manner, cause, consideration or Exchange Rate that may be/has been applicable to such exercise in respect of any other part of the Collateral; and 9.7.2 refrain from exercising its power of enforcement in respect of the Security Interests over any one part of the Collateral notwithstanding that it shall have exercised such power over any other part of the Collateral. 9.8 No person dealing with the Administrative Agent shall be concerned to enquire as to the propriety of exercise of any power of enforcement in respect of the Security Interests (including, without limitation, whether any Security Interest has become enforceable, whether any of the Secured Obligations remain due, as to the necessity or expediency of any conditions to which a sale or other disposition is made subject or generally as to the application of any monies representing the proceeds of enforcement of the Security Interests in respect of the Collateral). Each such dealing shall be deemed in favour of such person to be valid, binding and effectual. 9.9 To the fullest extent permitted by law, the Administrative Agent shall be under no liability to the Grantor for any failure to apply and distribute any monies representing the proceeds of enforcement of the Security Interests in respect of the Collateral in accordance with the Law if the Administrative Agent applies and distributes such monies in good faith without further enquiry and in accordance with the information expressly known to it at the time of application and distribution. 9.10 In accordance with Article 54(5)(a) of the Law, the Administrative Agent and the Grantor hereby agree that the Grantor shall not have any right of reinstatement pursuant to Article XII and (y) in addition to the matters set forth in clauses (ii), (iv) and (v54(4) of the preceding proviso Law or otherwise. 9.11 The Administrative Agent is not obliged to marshal, enforce, apply, appropriate, recover or exercise any security, guarantee or other right held by it, or any moneys or property that it holds or is entitled to receive, before the power of enforcement is exercised. 9.12 The Administrative Agent will be accountable (and subject the Grantor is entitled to Section 3.3be credited) only for actual value or proceeds realised by the Administrative Agent arising from the appropriation, sale or other realisation of any Lender may, with Collateral by the consent Administrative Agent. 9.13 If the value or proceeds of the Requisite Lendersappropriation, enforce sale or other realisation of any rights and remedies available Collateral is insufficient to it and as authorized by discharge the Requisite LendersSecured Obligations in full, the Grantor will remain liable to the Administrative Agent for any shortfall.

Enforcement by the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article XII XI. for the benefit of all the Lenders and the Issuing BankBanks; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (ii) the any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as the an Issuing Bank) hereunder, hereunder and under the other Loan Documents, (iii) any Specified Derivatives Provider or Specified Cash Management Bank from exercising the rights and remedies that inure to its benefit or under any Specified Derivatives ContractContract or Specified Cash Management Agreement, as applicable, (iv) any Lender from exercising setoff rights in accordance with Section 13.4 13.3. (subject to the terms of Section 3.3.), or (v) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Loan Documents, then (xA) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article XII XI. and (yB) in addition to the matters set forth in clauses (ii), (iviii) and (viv) of the preceding proviso and subject to Section 3.3., any Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies available to it and as authorized by the Requisite Lenders.

Enforcement by the Administrative Agent. Notwithstanding anything 9.1 The Administrative Agent’s power of enforcement over the Collateral shall become exercisable immediately upon the occurrence of an Event of Default which is continuing, provided that the Administrative Agent has served on the Grantor written notice specifying the Event of Default which is continuing. 9.2 Subject only to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively byLaw, the Administrative Agent may exercise the power of enforcement in accordance respect of the Security Interests in any manner permitted by or not in conflict with Article XII the Law, including, without limitation, by the Administrative Agent or some person on its behalf: 9.2.1 appropriating all or some of the Collateral (whether in one or a number of transactions and whether simultaneously or in series); 9.2.2 selling all or some of the Collateral (whether in one or a number of transactions and whether simultaneously or in series); 9.2.3 by taking any one or more of the following ancillary actions: (a) taking control or possession of all or any of the Collateral; (b) exercising any rights of the Grantor in relation to all or any of the Collateral; (c) instructing any person who has an obligation in relation to all or any of the Collateral to carry out that obligation for the benefit of all the Lenders and the Issuing Bank; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure (or to its benefit order); and 9.2.4 exercising or applying any remedy set out in this Clause 9.2.4 (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (ii) the Issuing Bank from exercising the rights and such remedies that inure to its benefit (solely in its capacity as the Issuing Bank) hereunder, under the other Loan Documents, (iii) any Specified Derivatives Provider from exercising the rights and remedies that inure to its benefit or under any Specified Derivatives Contract, (iv) any Lender from exercising setoff rights in accordance with Section 13.4 (subject being exercisable pursuant to the terms power of Section 3.3), or (venforcement) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under extent that such remedy is not in conflict with the Law: (a) directing from time to time the Grantor as to how it shall exercise or cause to be exercised all or any Debtor Relief Lawvoting and other rights attaching to all or any Affected Securities; (b) directing the Grantor as to the disposal of all or any of the Collateral, including, where appropriate specifying the person(s) who are to acquire such Collateral, the terms upon and manner in which such disposal(s) shall take place, including the price or other cause or consideration (whether payable immediately, by instalments or otherwise deferred); and provided, further, that if at any time there is no Person acting directing the mode of application of the proceeds of such disposal(s) in such manner as the Administrative Agent hereunder and under the other Loan Documentsshall in its absolute discretion determine, then (x) the Requisite Lenders shall have the rights otherwise ascribed including by way of sale to a third party, to the Administrative Agent pursuant or to Article XII and (y) in addition an associate or nominee of the Administrative Agent. 9.3 For the purposes of this Agreement, references to the matters set forth in clauses (ii)exercise of a “power of enforcement” shall include any method or process by which value is given, (iv) and (v) of the preceding proviso and subject to Section 3.3, any Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies available to it and as authorized allowed or credited by the Requisite LendersAdministrative Agent for the Collateral against the Secured Obligations.