Common use of Right to Enforce Rights and Remedies Clause in Contracts

Right to Enforce Rights and Remedies. Notwithstanding anything to the contrary contained herein or in any other Note Document, the authority granted to Agent to enforce rights and remedies hereunder and under the other Note Documents against the Credit Parties or any of them or otherwise to take any action (or refrain from taking any action) shall be subject to direction by the Required Purchasers and all actions taken by Agent in such capacity shall be in accordance with the Note Documents and for the benefit of all the Purchasers; provided that the foregoing shall not prohibit (i) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Note Documents, (ii) any Purchaser from exercising setoff rights in accordance with Section 9.11 or (iii) any Purchaser from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided, further, that if at any time there is no Person acting as Agent hereunder and under the other Note Documents, then (x) the Required Purchasers shall have the rights otherwise ascribed to Agent pursuant to Section 7.2 and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 9.11, any Purchaser may, with the consent of the Required Purchasers, enforce any rights and remedies available to it and as authorized by the Required Purchasers. Without limiting the generality of the foregoing, none of the Purchasers may exercise any right that it might otherwise have under applicable law to credit bid at foreclosure sales, UCC sales or other similar sales or dispositions of any of the Collateral except as authorized by the Required Purchasers. Each Purchaser hereby irrevocably authorizes Agent, based upon the instruction of the Required Purchasers, to credit bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions thereof (including Section 363 of the Bankruptcy Code) or any applicable bankruptcy, insolvency, reorganization or other similar law (whether domestic or foreign) now or hereafter in effect, or at any sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with applicable law, provided that to the extent any consideration is received as a result of any such credit bid, each Purchaser shall receive an amount equal to its pro rata share of such consideration.