Common use of Operating Principles Clause in Contracts

Operating Principles. (i) During the Term of a Site, Tower Operator shall manage, operate and maintain such Site (including with respect to the entry into, modification, amendment, extension, expiration, termination, structuring and administration of Ground Leases and Collocation Agreements related thereto), (A) in the ordinary course of business, (B) in compliance with applicable Law in all material respects, (C) in a manner consistent in all material respects with the manner in which Tower Operator manages, operates and maintains its portfolio of telecommunications tower sites, (D) in a manner that shall not be less than the Applicable Standard of Care, (E) in compliance with the terms and conditions of all Ground Leases and Tower Subtenant agreements applicable to such Site and (F) in compliance with the provisions of this Agreement. To the extent that the standard described in one of the foregoing clauses is higher than the standard described in one of the other clauses, Tower Operator will perform to the highest of the standards. In addition, Tower Operator must (x) be owned or managed by Persons who have a good reputation and at least five years’ experience in the management and operation of communications towers in the United States, (y) have creditworthiness, or a guarantor with creditworthiness, reasonably sufficient to perform its obligations hereunder and (z) not be a Verizon Restricted Party. (ii) Without limiting the generality of Section 2(d)(i), during the Term of a Site, except as expressly permitted by the terms of this Agreement, Tower Operator shall not without the prior written consent of the Verizon Lessors (A) take or omit to take any action in the management, operation or maintenance of such Site in a manner that would (x) based on Tower Operator’s reasonable expectations immediately before and immediately after the time that Tower Operator takes such action or omits to take such action (as the case may be), diminish the expected residual value of a Site (as of the expiration of the Term for such Site) in any material respect or shorten the expected remaining economic life of such Site (as of the expiration of the Term for such Site), or (y) result in such Site having no “potential lessees or buyers” at the end of the Term of such Site, other than Tower Operator or its affiliates (except, in the case of this clause (y), as required by applicable Law or any Governmental Authority), it being understood the term “potential lessees or buyers” shall mean lessees or buyers whose use of the Site at the end of the Term of such Site would be commercially feasible; provided, however, that Tower Operator may take or omit to take any actions otherwise consistent with its rights, privileges and obligations under, and that are not otherwise prohibited by, the Master Agreement or any Collateral Agreement as defined in the Master Agreement (and for purposes of applying this proviso, so as to avoid any circular references, the limitations and provisos contained in Section 2(g) of Schedule 6 of the Master Agreement and Section 2(f)(ii)(A) of the Master Lease Agreement shall not apply), (B) structure any related Ground Lease in a manner such that the amounts payable thereunder are above fair market value during any period following or upon the expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), or (C) structure any related Collocation Agreement in a manner such that the amounts payable thereunder are structured on an initial lump-sum basis (if such amounts payable are not capital contributions or other upfront payments for capital improvements to a Site related to the use of such Site by a Tower Subtenant under such Collocation Agreement and Tower Operator does not agree to pay the remaining prorated portion of such lump-sum amount to Verizon Lessor following the expiration of the Term of such Site)) or are otherwise less than fair market value during any period following or upon expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), or which requires the collocation lessee’s consent to, or otherwise restricts, the assignment of Tower Operator’s rights and obligations under such Collocation Agreement to Verizon Lessor or its affiliates, in each case unless otherwise expressly authorized by the terms and conditions of this Agreement and the Transaction Documents, or (D) terminate without the relevant Verizon Lessor’s prior written consent any Collocation Agreement under which the Tower Subtenant is a governmental entity, including any entity providing a public safety (e.g., police, fire, emergency services) service or function.

Operating Principles. (i) During the Term of a Site, Tower Operator shall manage, operate and maintain such Site (including with respect to the entry into, modification, amendment, extension, expiration, termination, structuring and administration of Ground Leases and Collocation Agreements related thereto), ) (A) in the ordinary course of business, (B) in compliance with applicable Law in all material respects, (C) in a manner consistent in all material respects with the manner in which Tower Operator manages, operates and maintains its portfolio of telecommunications tower sites, (D) in a manner that shall not be less than the Applicable Standard of Care, (E) in compliance with the terms and conditions of all Ground Leases and Tower Subtenant Tenant agreements applicable to such Site and (F) in compliance with the provisions of this Agreement. To the extent that the standard described in one of the foregoing clauses is higher than the standard described in one of the other clauses, Tower Operator will perform to the highest of the standards. In addition, Tower Operator must (x) be owned or managed by Persons who have a good reputation and at least five years’ experience in the management and operation of communications towers in the United States, (y) have creditworthiness, or a guarantor with creditworthiness, reasonably sufficient to perform its obligations hereunder and (z) not be a Verizon Restricted Party. (ii) Without limiting the generality of Section 2(d)(i), during During the Term of a Site, except as expressly permitted by the terms of this Agreementrelevant Verizon Collocator shall manage, Tower Operator shall not without the prior written consent of operate and maintain the Verizon Lessors Collocation Space at such Site (A) take or omit to take any action in the managementordinary course of business, operation or maintenance of such Site (B) in compliance with applicable Law in all material respects, (C) in a manner consistent in all material respects with the manner in which the Verizon Collocator manages, operates and maintains its other collocation spaces and (D) in a manner that would shall not be less than Applicable Standard of Care. The foregoing shall not limit the Verizon Collocators’ rights to vacate any Verizon Collocation Space or discontinue operation of any Verizon Communications Facility without adversely affecting the Verizon Collocators’ rights to any Site under this Agreement. (xiii) based on Tower Operator’s reasonable expectations immediately before The Vice President – Network Operations Support for the Verizon Collocators and immediately after the time that Senior Vice President – US Tower, Operations for Tower Operator takes such action or omits shall meet quarterly to take such action (as the case may be)discuss overall service level, diminish the expected residual value improvement of a Site (as of the expiration of the Term for such Site) in any material respect or shorten the expected remaining economic life of such Site (as of the expiration of the Term for such Site)services and operating issues under this Agreement, or (y) result in such Site having no “potential lessees or buyers” at the end of the Term of such Site, other than Tower Operator or its affiliates (except, in the case of this clause (y), as required by applicable Law or any Governmental Authority), it being understood the term “potential lessees or buyers” shall mean lessees or buyers whose use of the Site at the end of the Term of such Site would be commercially feasible; provided, however, that Tower Operator may take or omit to take any actions otherwise consistent with its rights, privileges and obligations under, and that are not otherwise prohibited by, the Master Agreement or any Collateral Agreement as defined in the Master Agreement (and for purposes of applying this proviso, so as to avoid any circular references, the limitations and provisos contained in Section 2(g) of Schedule 6 of the Master Agreement and Section 2(f)(ii)(A) of the Master Lease Agreement shall not apply), (B) structure any related Ground Lease in a manner such that the amounts payable thereunder are above fair market value during any period following or upon the expiration of the Term of such Site (without regard to any amounts payable prior adherence to the expiration of operating principles described in this Section 2(f) and any questions or disputes regarding the Term of such Site), or (C) structure any related Collocation Agreement in a manner such that the amounts payable thereunder are structured on an initial lump-sum basis (if such amounts payable are not capital contributions or other upfront payments for capital improvements to a Site related to the use of such Site by a Tower Subtenant under such Collocation Agreement and Tower Operator does not agree to pay the remaining prorated portion of such lump-sum amount to Verizon Lessor following the expiration of the Term of such Site)) or are otherwise less than fair market value during any period following or upon expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), or which requires the collocation lessee’s consent to, or otherwise restricts, the assignment of Tower Operator’s relative rights and obligations of the Parties under such Collocation Agreement to Verizon Lessor or its affiliates, in each case unless otherwise expressly authorized by the terms and conditions of this Agreement and the Transaction Documents, or (D) terminate without the relevant Verizon Lessor’s prior written consent any Collocation Agreement under which the Tower Subtenant is a governmental entity, including any entity providing a public safety (e.g., police, fire, emergency services) service or functionAgreement.

Operating Principles. (i) During the Term of a Site, Tower Operator shall manage, operate and maintain such Site (including with respect to the entry into, modification, amendment, extension, expiration, termination, structuring and administration of Ground Leases and Collocation Agreements related thereto), ) (A) in the ordinary course of business, (B) in compliance with applicable Law in all material respects, (C) in a manner consistent in all material respects with the manner in which Tower Operator manages, operates and maintains its portfolio of telecommunications tower sites, (D) in a manner that shall not be less than the Applicable Standard of Care, (E) in compliance with the terms and conditions of all Ground Leases and Tower Subtenant agreements applicable to such Site and (F) in compliance with the provisions of this Agreement. To the extent that the standard described in one of the foregoing clauses is higher than the standard described in one of the other clauses, Tower Operator will perform to the highest of the standards. In addition, Tower Operator must (x) be owned or managed by Persons who have a good reputation and at least five years’ experience in the management and operation of communications towers in the United States, (y) have creditworthiness, or a guarantor with creditworthiness, reasonably sufficient to perform its obligations hereunder and (z) not be a Verizon Restricted Party. (ii) Without limiting the generality of Section 2(d)(i2(f)(i), during the Term of a Site, except as expressly permitted by the terms of this Agreement, Tower Operator shall not without the prior written consent of the relevant Verizon Lessors Collocator (A) take or omit to take any action in the management, operation or maintenance of such Site in a manner that would (x) based on Tower Operator’s reasonable expectations immediately before and immediately after the time that Tower Operator takes such action or omits to take such action (as the case may be), diminish the expected residual value of a Site (as of the expiration of the Term for such Site) in any material respect or shorten the expected remaining economic life of such Site (as of the expiration of the Term for such Site), or (y) result in such Site having no “potential lessees or buyers” at the end of the Term of such Site, other than Tower Operator or its affiliates (except, in the case of this clause (y), as required by applicable Law or any Governmental Authority), it being understood the term “potential lessees or buyers” shall mean lessees or buyers whose use of the Site at the end of the Term of such Site would be commercially feasible; provided, however, that Tower Operator may take or omit to take any actions otherwise consistent with its rights, privileges and obligations under, and that are not otherwise prohibited by, the Master Agreement or any Collateral Agreement as defined in the Master Agreement (and for purposes of applying this proviso, so as to avoid any circular references, the limitations and provisos contained in Section 2(g) of Schedule 6 of the Master Agreement and Section 2(f)(ii)(A2(d)(ii)(A) of the Master Lease Agreement MPL shall not apply), (B) structure any related Ground Lease in a manner such that the amounts payable thereunder are above fair market value during any period following or upon the expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), ) or (C) structure any related Collocation Agreement in a manner such that the amounts payable thereunder are structured on an initial lump-sum basis (if such amounts payable are not capital contributions or other upfront payments for capital improvements to a Site related to the use of such Site by a Tower Subtenant under such Collocation Agreement and Tower Operator does not agree to pay the remaining prorated portion of such lump-sum amount to the relevant Verizon Lessor Collocator following the expiration of the Term of such Site)) or are otherwise less than fair market value during any period following or upon expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), or which requires the collocation lessee’s consent to, or otherwise restricts, the assignment of Tower Operator’s rights and obligations under such Collocation Agreement to Verizon Lessor or its affiliates, in each case unless otherwise expressly authorized by the terms and conditions of this Agreement and the Transaction Documents. (iii) During the Term of a Site, or the relevant Verizon Collocator shall manage, operate and maintain the Verizon Collocation Space at such Site (A) in the ordinary course of business, (B) in compliance with applicable Law in all material respects, (C) in a manner consistent in all material respects with the manner in which the Verizon Collocator manages, operates and maintains its other collocation spaces and (D) terminate in a manner that shall not be less than Applicable Standard of Care. The foregoing shall not limit the Verizon Collocators’ rights to vacate any Verizon Collocation Space or discontinue operation of any Verizon Communications Facility without adversely affecting the relevant Verizon Lessor’s prior written consent Collocators’ rights to any Collocation Site under this Agreement. (iv) The Vice President – Network Operations Support for the Verizon Collocators and the Senior Vice President – US Tower, Operations for Tower Operator shall meet quarterly to discuss overall service level, improvement of services and operating issues under this Agreement and the MPL, adherence to the operating principles described in this Section 2(f) and any questions or disputes regarding the relative rights and obligations of the Parties under which the Tower Subtenant is a governmental entity, including any entity providing a public safety (e.g., police, fire, emergency services) service or functionthis Agreement.

Operating Principles. During the Interim Period, the Seller shall cause the Company and the Subsidiary to act as follows: (a) The Company and the Subsidiary shall use their best commercial efforts to carry on the Business with diligence and in the ordinary course and maintain satisfactory relationships with policyholders, distributors, general agents, representatives and other Persons with whom the Company and the Subsidiary have business relationships, and not make any material modification in their usual sales, accounting or management practices, except as required by Applicable Laws, the whole so as to maintain the goodwill and ongoing business of the Business; (b) Except as required by Applicable Laws and for changes which are not material required to secure the continued registration of any Benefit Plan with each applicable Governmental Authority, the Company and the Subsidiary shall not make or undertake to make any amendment or modification to the Benefit Plans without the prior written consent of the Buyer; (c) The Subsidiary shall continue to comply with its investment policies and, without limiting such obligation, no new real property (except by way of foreclosure) and no non-marketable securities or other non-marketable assets shall be acquired for the Subsidiary’s portfolio of investment assets without the prior written consent of the Buyer; (d) Except as contemplated herein, without the prior written consent of the Buyer, the Company and the Subsidiary shall not: (i) During out of the Term ordinary course of a Sitebusiness, Tower Operator shall manageintroduce any change in the standard forms of the Policies, operate and maintain introduce any new product, make any modification in pricing practices, annuity pricing basis, premium rates or policy loan rates offered to the public (or to the spreads or margins used by the Subsidiary in establishing such Site (including practices, basis or rates) with respect to any of the entry intoPolicies; (ii) out of the ordinary course of business and except for the employment agreement to be entered into between the Subsidiary and ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇, modificationintroduce any change to the compensation or bonuses paid to distributors, amendmentrepresentatives, extensiongeneral agents or otherwise modify the contractual arrangements of the Subsidiary with such Persons; (iii) change any accounting method; (iv) subject to Subsection 4.1.1(f) below, expiration, termination, structuring and administration of Ground Leases and Collocation Agreements related thereto), (A) except in the ordinary course of business, enter into any Contract or agreement or incur or assume any liability, obligation or indebtedness (Bwhether accrued, absolute, contingent or otherwise); (v) pledge, encumber or grant security over any of their Assets; (vi) sell or purchase Assets out of the ordinary course of business; (vii) enter into any insurance agreement, data processing Contract or other Contracts or agreements outside of the ordinary course of business; (viii) except for the dividends approved by the Office of the Superintendent of Financial Institutions under Section 83 of the Insurance Companies Act (Canada) one of which in compliance with applicable Law the amount of $4,909,000 in all material respectsrespect of net earnings through to December 31, 2005 was paid on June 15, 2006 and two additional dividends, one in the amount of $1,967,000 representing net earnings from January 1, 2006 through to March 31, 2006 and the other in an amount representing net earnings from April 1, 2006 through to June 30, 2006 which are expected to be paid prior to the Closing Date, subject to Governmental Authorities approvals, neither the Company nor the Subsidiary will declare or pay any additional dividend or make any other distribution in respect of any shares or securities (Cincluding the Shares) unless such dividend is disclosed in a manner consistent in all material respects with writing by the manner in which Tower Operator managesSeller to the Buyer and previously approved by the Buyer, operates and maintains its portfolio of telecommunications tower sites, (D) in a manner that shall not be less than the Applicable Standard of Care, (E) in compliance with the terms and conditions of all Ground Leases and Tower Subtenant agreements applicable to such Site and (F) in compliance with the provisions of this Agreement. To the extent it being understood that the standard described in one of the foregoing clauses is higher than the standard described in one of the other clauses, Tower Operator will perform dividend to be paid prior to the highest Closing Date for the period from April 1, 2006 to June 30, 2006 shall be limited to the net earnings for the period from January 1, 2006 to June 30, 2006 less the dividend previously paid for the period of January 1, 2006 to March 31, 2006; (ix) except for: (i) the standards. In addition, Tower Operator must (x) be owned or managed amendment to the Subsidiary’s by-laws to include private company provisions and to create Class B shares contemplated by Persons who have a good reputation the Specified Transactions and at least five years’ experience substantially as set out in the management and operation of communications towers in draft by-law amendment provided by the United StatesSeller to the Buyer on July 5, (y) have creditworthiness2006, or a guarantor with creditworthiness, reasonably sufficient to perform its obligations hereunder and (z) not be a Verizon Restricted Party. (ii) Without limiting the generality issuance to PLIC of Section 2(d)(i), during 30 Class B shares of the Term of a Site, except Subsidiary prior to the Closing Time as expressly permitted contemplated by the terms Specified Transactions, and (iii) the transfer by UAFC of this Agreementten percent of the issued and outstanding shares of the Company to PLIC prior to the Closing Time, Tower Operator as contemplated by the Specified Transactions, the Company and the Subsidiary shall not without the prior written consent of the Verizon Lessors Buyer, make any changes to their Articles or by-laws or split, combine, subdivide or reclassify their share capital or issue or authorize or propose the issuance of other shares, securities or Rights in respect or in lieu of or in substitution for shares, securities or Rights of their share capital (Aincluding the Shares) take or omit to take repurchase, redeem or otherwise acquire any action in share, securities or Rights of their share capital (including the managementShares); Shares) or repurchase, operation redeem or maintenance otherwise acquire any share, securities or Rights of such Site in a manner that would their share capital (including the Shares); (x) based except as contemplated by the Specified Transactions, issue, deliver, sell, transfer, pledge or otherwise encumber or authorize or propose the issuance, delivery, sale, transfer, pledge or Encumbrance of shares (including the Shares), securities, Rights or enter into any agreement with respect to any of the foregoing; and (xi) take any other action which would result in a breach of any representation or warranty under this Agreement; (e) The Company and the Subsidiary shall notify the Buyer promptly upon receiving notice of any pending or threatened matter (including notice of any demand, suit, proceeding, prosecution, litigation or claim) with respect to the Business and co-operate with the Buyer in responding to such matter; (f) Except as contemplated herein, without the prior written consent of the Buyer, the Company and the Subsidiary shall not surrender, modify or enter into any Contract, agreement, lease, obligation, or commitment relating to their Business, which involve the payment of more than $100,000 per year or is not terminable on Tower Operator30 days’ prior notice or less, without penalty; (g) The Company and the Subsidiary shall comply in all material respects with all Applicable Laws relating to the operation of the Business; (h) The Company and the Subsidiary may in the ordinary course of the Business during the Interim Period terminate any Employee whose annual salary is less than $75,000 and hire an individual to replace any such terminated Employee or replace any Employee whose annual salary is less than $75,000 and whose employment terminates for any reason during the Interim Period so long as the terms of employment of such new individual are not materially different from those of the Employee replaced. Neither the Company nor the Subsidiary shall hire any other individual without the prior written consent of the Buyer; (i) In addition to Subsection 4.1.1(b), the Company and the Subsidiary shall not during the Interim Period, make any general or specific increase in the compensation of their Employees, officers or directors, nor grant to them any additional benefit or termination package or generally change employment conditions, except for increases required by any employment contract or normal salary increases at normal review dates in accordance with the normal policy of the Business and for the employment agreement to be entered into between the Subsidiary and ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇, and shall use commercially reasonable efforts to maintain the services of their officers and Employees; (j) No later than three days prior to the Closing Date, the Seller shall deliver to the Buyer a copy of Schedule 3.1.19 which is accurate as at such date of delivery and which indicates which Employees are Non-Active Employees on such date. For those individuals who are Non-Active Employees at the Closing Date, the Seller shall indicate the reason for each Non-Active Employee’s reasonable expectations immediately before absence and expected duration of such absence; (k) The Buyer shall be provided with an opportunity to consult with all Employees immediately after the time that Tower Operator takes such action or omits to take such action (as the case may be), diminish the expected residual value of a Site (as of the expiration of the Term for such Site) in any material respect or shorten the expected remaining economic life of such Site (as of the expiration of the Term for such Site), or (y) result in such Site having no “potential lessees or buyers” at the end of the Term of such Site, other than Tower Operator or its affiliates (except, in the case of this clause (y), as required by applicable Law or any Governmental Authority), it being understood the term “potential lessees or buyers” shall mean lessees or buyers whose use of the Site at the end of the Term of such Site would be commercially feasible; provided, however, that Tower Operator may take or omit to take any actions otherwise consistent with its rights, privileges and obligations under, and that are not otherwise prohibited by, the Master Agreement or any Collateral Agreement as defined in the Master Agreement (and for purposes of applying this proviso, so as to avoid any circular references, the limitations and provisos contained in Section 2(g) of Schedule 6 of the Master Agreement and Section 2(f)(ii)(A) of the Master Lease Agreement shall not apply), (B) structure any related Ground Lease in a manner such that the amounts payable thereunder are above fair market value during any period following or upon the expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), or (C) structure any related Collocation Agreement in a manner such that the amounts payable thereunder are structured on an initial lump-sum basis (if such amounts payable are not capital contributions or other upfront payments for capital improvements to a Site related to the use of such Site by a Tower Subtenant under such Collocation Agreement and Tower Operator does not agree to pay the remaining prorated portion of such lump-sum amount to Verizon Lessor following the expiration of the Term of such Site)) or are otherwise less than fair market value during any period following or upon expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), or which requires the collocation lessee’s consent to, or otherwise restricts, the assignment of Tower Operator’s rights and obligations under such Collocation Agreement to Verizon Lessor or its affiliates, in each case unless otherwise expressly authorized by the terms and conditions execution of this Agreement and may offer to such Employees, at its own cost, additional stay-put arrangements as it may feel to be appropriate. The Seller shall cooperate with the Transaction DocumentsBuyer in arranging, immediately after the execution of this Agreement, for meetings with, and other communications to, the agents, distributors or representatives of the Company and the Subsidiary with a view to assisting the Buyer in preserving the goodwill of the Company’s and Subsidiary’s distribution system and to preserve and enhance the selling and servicing of Policies through the Closing of the transactions. The Seller shall be given notice of and shall be entitled, if it so wishes, to be present at any meeting with Employees, agents, distributors and representatives; (Dl) terminate without The Company and the relevant Verizon Lessor’s prior written consent Subsidiary shall continue to withhold Taxes from each payment made to any Collocation Agreement under which the Tower Subtenant is a governmental entityof their Current Employees, including any entity providing a public safety (e.g., police, fire, emergency services) service or functionofficers and directors.