By the Manager Clause Samples

By the Manager. 14.2.1 The Manager, in its capacity as the Manager, agrees to, and hereby does, indemnify and hold harmless the Owner, the Indenture Trustee (for the benefit of the Noteholders), any Series Enhancer, any Hedge Counterparty, the Deal Agents (as such term is defined in the Note Purchase Agreement), the Liquidity Agents (as such term is defined in the Note Purchase Agreement), the Purchasers (as such term is defined in the Note Purchase Agreement), the Administrative Agent and their respective officers, directors, employees and agents (each of the foregoing, an “Indemnified Party”) against any and all liabilities, losses, damages, penalties, costs and expenses which may be incurred or suffered by such Indemnified Party (except to the extent caused by the gross negligence or willful misconduct on the part of the Indemnified Party) as a result of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and arising out of (i) an action or inaction by the Manager that is contrary to the Servicing Standard or otherwise in violation of the terms of this Agreement; or (ii) any breach of or any inaccuracy in any representation or warranty made by the Manager in this Agreement or in any certificate delivered by the Manager pursuant hereto; or (iii) any breach of or failure by the Manager to perform any covenant or obligation of the Manager set out or contemplated in this Agreement; (iv) personal injury or property damage claim arising out of or in connection with the negligence of the Manager; or (v) any defense, setoff or counterclaim arising out of any negligence of the Manager or any acts or omissions of the Manager related to the performance hereunder of its duties with respect to the Managed Containers; provided however, that the foregoing indemnity shall in no way be deemed to impose on the Manager any obligation to reimburse an Indemnified Party for: (A) losses arising from the financial inability of the related obligor on a Lease Agreement to make the payments due thereunder or because the Leases otherwise are uncollectible, or (B) losses arising from the failure of the remarketing proceeds of the Managed Containers to achieve historical or projected levels for reasons other than the Manager’s failure to comply with the terms of this Agreement. The provisions of this Section 14.2 shall run directly to and be enforceable by an injured party, subject to the limitations hereof. The obligations of the Manager under this Section 14.2 sha...

By the Manager. Unless the Affiliate requests and is approved by the Manager as a Substitute Member, an unauthorized Affiliate shall have only the Economic Interest of the former Member. Paradyme Equities, LLC 26 Company Agreement

By the Manager. The Manager represents and warrants to the Security Trustee that: (a) (Due incorporation): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (Constitution): its execution, delivery and performance of each Transaction Document to which it is expressed to be a party does not violate its constitution; (c) (Corporate power): it has the power and has taken all corporate and other action required to enter into each Transaction Document to which it is expressed to be a party and to authorise the execution and delivery of each Transaction Document to which it is expressed to be a party and the performance of its obligations under each Transaction Document to which it is expressed to be a party; (d) (Filings): it has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in its jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate; (e) (Legally binding obligation): its obligations under each Transaction Document to which it is expressed to be a party are valid, legally binding and enforceable obligations in accordance with the terms of each Transaction Document to which it is expressed to be a party, except as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisation, moratorium or trust or general principles of equity or other similar laws affecting creditors' rights generally; (f) (Execution, delivery and performance): its execution, delivery and performance of each Transaction Document to which it is expressed to be a party does not violate any existing law or regulation or any document or agreement to which it is a party or which is binding upon it or any of its assets; and (g) (Authorisation): all consents, licences, approvals and authorisations of every Governmental Agency required to be obtained by the Manager in connection with the execution, delivery and performance of each Transaction Document to which it is expressed to be a party have been obtained and are valid and subsisting.

By the Manager. This Agreement may be amended by the Manager without the consent or approval of any other Member if (i) the amendment is solely for the purpose of clarification and does not change the substance of this Agreement, and the Company has obtained the opinion of its attorneys to that effect, (ii) in the opinion of the Company's attorneys the amendment is necessary or appropriate to satisfy requirements of the Code or of any Federal or state securities laws or regulations, and the amendment does not adversely affect the interests of the other Members, or (iii) as is necessary to make the Company a so-called “single purpose entity” and/or “bankruptcy remote,” to the extent required by any institutional lender in connection with a loan to the Company. Any amendment made pursuant to this Section may, at the option of the Manager, be effective as of the date of this Agreement. The Manager shall provide the Members with prior written notice of any amendment to be made pursuant to this Section.

By the Manager. This Agreement shall not be assigned, in whole or in part, by the Manager, unless such assignment is consented to in writing by the Company with the Approval of the Independent Trustees. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Notwithstanding the foregoing, the Manager may delegate, assign, subcontract or subservice to one or more of its Affiliates the performance of, or cause one or more of its Affiliates to perform, any of its responsibilities hereunder so long as it remains liable for any such Affiliate's performance. Nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

By the Manager. If the Association, Board or the Members unreasonably interfere with the Manager to perform its duties and obligations under this Agreement, the Board retains the right to cancel this agreement without penalty and without notice.

By the Manager. The Manager may terminate this Agreement on ten (10) days’ notice in the event of a material breach of this Agreement by the Company (other than a payment default) which has not been cured within sixty (60) days following notice thereof from Manager.

By the Manager. The Manager may terminate this Agreement immediately upon written notice if: (1) the Company’s ADSs cease to be listed for trading on the NYSE; (2) the Company fails to make any payment due under this Agreement to the Manager within 15 days after the same becomes due; (3) the Company otherwise materially breaches this Agreement and fails to remedy the breach within 90 days of receiving written notice from the Manager requiring it to do so; (4) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking relief in respect to the Company or any Significant Subsidiary of the Company or of a substantial part of the property or assets of any of such Persons, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other U.S. Federal or state or non-U.S. bankruptcy, insolvency, receivership or similar law, and such proceeding or petition shall continue undismissed for 75 days or an order or decree approving or ordering any of the foregoing shall be entered or any such Persons within the Company Group shall go into liquidation, suffer a receiver or mortgagee to take possession of all or substantially all of it assets or have an examiner appointed over it or if a petition or proceeding is presented for any of the foregoing and not discharged within 75 days; or (5) the Company or any significant subsidiary (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act) of the Company shall: (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other U.S. Federal or state or non-U.S. bankruptcy, insolvency, receivership or similar law; (B) consent to the institution of, or fail to contest the filing of, any petition described in clause (4) above; (C) file an answer admitting the material allegations of a petition filed against it in any such proceeding; or (D) make a general assignment for the benefit of its creditors; or (6) an order is made for the winding up of the Company; or (7) any Person or group (as such term is defined under the Exchange Act and the rules promulgated thereunder) acquires more than 15% of any class of the Company’s voting securities.

By the Manager. The Manager shall be in default under this Agreement upon the occurrence of any of the following events: a. Failure to meet the reasonably defined telephony standards as defined by Belcore and the continuation of such failure for a period of thirty (30) days after the Manager receives written notice thereof from the Company, b. Exceeding the capital or expense Budgets by more than fifteen percent (15%) for any calendar year without the prior written authorization of the Company; or c. Failure to implement any system or provide any services described in Section 2, including without limitation those set forth on Schedule II, in accordance with the time table for such systems and services set forth in the Initial Business Plan of the Network, as amended from time to time by the Company, without the prior written consent of the Company and the continuation of such failure for a period of thirty (30) days after the Manager receives written notice thereof from the Company.