Lender Representative. Each of the Lenders hereby irrevocably appoints Blackstone to act on its behalf as the Lender Representative hereunder and under the other Loan Documents and authorizes the Lender Representative to take such actions on its behalf and to exercise such powers as are delegated to the Lender Representative by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including to direct the Administrative Agent as expressly provided in the Loan Documents without any further action or consent of the Lenders. The Lender Representative shall be fully justified in failing or refusing to take any action hereunder, unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liabilities, losses, costs and expenses (including attorneys’ fees and expenses) which may be incurred by it by reason of taking or continuing to take any such action. The Lender Representative shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with written instructions signed by the Required Lenders (or such greater percentage of Lenders expressly required hereunder), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. Notwithstanding the foregoing, the Lender Representative shall have authority, in its sole discretion, to take or not to take any action, unless this Agreement or any of the other Loan Documents specifically requires the consent of the Required Lenders, a greater percentage of Lenders or of all of the Lenders.
Lender Representative. (a) Each of the Borrower, the Subsidiary Guarantors and Oswego Harbor Power hereby appoints the Lender Representative as its attorney-in-fact, with full power of substitution, for the purpose of exercising and enforcing any and all rights of the Borrower, the Subsidiary Guarantors and Oswego Harbor Power hereunder and taking any action and executing any instrument which the Lender Representative may reasonably deem necessary to accomplish such purpose. The appointment in this Section 5 of the Lender Representative as attorney-in-fact is coupled with an interest and shall be irrevocable. The Company agrees that, from time to time upon the request of the Lender Representative, it will take such action and execute an such instruments as the Lender Representative may reasonably request in order fully to carry out the provisions and intentions of this Agreement; and
Lender Representative. In connection with the terms of any Collateral Access Agreement (as defined in the Working Capital Loan and Security Agreement), whether with a landlord, processor, warehouse or other third party or any Deposit Account Control Agreement (as defined in the Working Capital Loan and Security Agreement), after the Working Capital Loan Termination Date or after Term Loan Agent exercises its right under Section 2.10(b) hereof, upon the request of Term Loan Agent and at the expense of Borrowers, Working Capital Agent shall notify the other parties thereto that it is no longer the "Lender Representative" or otherwise entitled to act under such agreement and shall confirm to such parties that Term Loan Agent is thereafter the "Lender Representative" as such term is used in such agreements and otherwise entitled to the rights of the secured party under such agreements, in each case as the same relates to the Collateral.
Lender Representative. The Assignee hereby irrevocably appoints and authorizes, and hereby agrees that it will require any transferee of any of its interest in its Loans and in its Loan Note irrevocably to appoint and authorize, the Manager as its Lender Representative under the Security Agreement to take such actions as its representative on its behalf and to exercise such powers under the Loan Agreement as are delegated by the terms of the Loan Agreement and the Security Agreement, together with such powers as are reasonably incidental thereto, which shall include, but need not be limited to, the voting of each Lender's Voting Obligations (as defined in the Security Agreement) in accordance with the instructions of the Assignee in connection with any matter requiring a vote of the Assignee, the execution of any Adoption Agreement on behalf of such Lender and the execution of any Collateral Pool Description Addendum; provided that the Lender Representative shall not instruct the Collateral Agent to act except in compliance with the instructions of the Borrower and the Lenders or under the terms and conditions of the Loan Agreement.
Lender Representative. The Senior Lender Representative is acting solely in its capacity as the representative of the agents and lenders under the Senior Indebtedness and shall in no way be deemed to act on behalf of Seller or any Affiliate thereof or the Second Lien Lender Representative, whether in a fiduciary capacity or otherwise. The Second Lien Lender Representative is acting solely in its capacity as the representative of the agents and lenders under the Second Lien Indebtedness and shall in no way be deemed to act on behalf of Seller or any Affiliate thereof, whether in a fiduciary capacity or otherwise.
Lender Representative. The Required Lenders shall be permitted to appoint up to two non-voting observers, who shall be identified to the Borrower in writing prior to the applicable Board Meeting (any such party, a “Lender Representative”) or, in lieu of any such official observer, Required Lenders can designate a party to attend specific Board Meetings on specific topics provided such party is a designated representative of a Lender and complies with the other provisions of this Section 5.
