Representative Capacities. It is understood and agreed that (a) the Senior Representative is entering into this Agreement in its capacity as administrative agent under the Senior Credit Agreement and the provisions of Article XI of the Senior Credit Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the Senior Representative hereunder and (b) the Second Priority Representative is entering into this Agreement in its capacity as administrative agent under the Second Priority Credit Agreement and the provisions of Article XI of the Second Priority Credit Agreement applicable to the Agent (as defined therein) thereunder shall also apply to the Second Priority Representative hereunder.
Representative Capacities. The Parties acknowledge that the Representative’s obligations under this Article VIII are solely as a representative of the Insiders and the Investors in the manner set forth in the Indemnity Escrow Agreement with respect to the obligations to indemnify GSME under this Article VIII and that the Representative shall have no responsibility for any expenses incurred by it in such capacity and that all payments to GSME as a result of such indemnification obligations shall be made solely from, and to the extent of, the Indemnity Escrow Shares. Out-of-pocket expenses of the Representative for attorneys’ fees and other costs shall be borne in the first instance by GSME, which may make a claim for reimbursement thereof against the Indemnity Escrow Shares upon the claim with respect to which such expenses are incurred becoming an Established Claim (as defined in the Indemnity Escrow Agreement). The Parties further acknowledge that all actions to be taken by GSME pursuant to this Article VIII shall be taken on its behalf by the GSME Committee in accordance with the provisions of the Indemnity Escrow Agreement. The Escrow Agent, pursuant to the Indemnity Escrow Agreement after the Closing, may apply all or a portion of the Indemnity Escrow Shares to satisfy any claim for indemnification pursuant to this Article VIII. The Escrow Agent will hold the remaining portion of the Indemnity Escrow Shares until final resolution of all claims for indemnification or disputes relating thereto.
Representative Capacities. It is understood and agreed that (a) the Senior Representative is entering into this Agreement in its capacity as global administrative agent under each of the Combined Credit Agreements and the provisions of Section 11 of each of the Combined Credit Agreements applicable to the Agents (as defined therein) thereunder shall also apply to the Senior Representative hereunder (b) Credit Suisse AG, Cayman Islands Branch, is entering into this Agreement in its capacity as administrative agent under the Initial Second Priority Loan Agreement and Applicable Authorized Representative for the Second Priority Debt Parties, the Trustee is entering into this Agreement in its capacity as trustee under the Initial Second Priority Indenture and the Second Lien Agent is entering into this Agreement in its capacity as second lien agent under the Second Priority Collateral Documents and the provisions of Article VI of each such agreement applicable to the agent thereunder shall also apply to the agent hereunder.
Representative Capacities. It is understood and agreed that (a) the Senior Representative is entering into this Agreement in its capacity as administrative agent under the Credit Agreement, and (b) Royal Bank of Canada, is entering into this Agreement in its capacity as administrative agent and as collateral agent under the Initial Second Priority Loan Agreement.
Representative Capacities. The Parties acknowledge that the Member Representative’s obligations under this Section 1 are solely as a representative of the Company, each Company Subsidiary and each Member in the manner set forth herein and that the Member Representative shall have no personal responsibility for any expenses incurred by him in such capacity and that all payments to any Secure Indemnified Party as a result of such indemnification obligations shall be borne by the Members pro rata, except for the liability of the Member Representative to a Member for loss which such holder may suffer from fraud committed by the Member Representative in carrying out its duties hereunder. Secure shall reimburse the reasonable out-of-pocket expenses incurred by the Member Representative for attorneys’ fees and other costs to the extent the Member Representative prevails in the action resulting in such fees and costs.
Representative Capacities. “Representative Capacities” means in any relevant and respective representative capacity on behalf of one or more of the Trusts, Indenture trust estates or any Trust Investors pursuant to any Trust Documents, and not in an individual capacity.
Representative Capacities. Any individual executing this Agreement in a representative capacity shall not be liable hereunder individually and shall be deemed to have acted only in their representative capacities.
