Managed Group Member definition

Managed Group Member shall also mean and be a reference to the undersigned. [insert notice information for Issuer Subsidiary] [The undersigned confirms for the benefit of each other party to the Administrative Agency Agreement that, pursuant to and as required by Section 10.03 of the Administrative Agency Agreement, it has appointed [insert name and address of process agent] as its Process Agent.] 1 1 To be deleted if the undersigned has a place of business in the United States. #4839-8494-1028v3 [continued on next page] #4839-8494-1028v3 This Managed Group Member Supplement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Laws. Very truly yours, [NAME OF MANAGED GROUP MEMBER] By: Name: Title: Acknowledged and agreed to as of the date first above written: XXXXXX LEASE FINANCE CORPORATION, as Administrative Agent By: _________________________________ Name: Title:

Managed Group Member shall also mean and be a reference to the undersigned. [insert notice information for Issuer Subsidiary] [The undersigned confirms for the benefit of each other party to the Administrative Agency Agreement that, pursuant to and as required by Section 10.03 of the Administrative Agency Agreement, it has appointed [insert name and address of process agent] as its Process Agent.] [continued on next page] Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. This Managed Group Member Supplement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Laws. Very truly yours, [NAME OF MANAGED GROUP MEMBER] By: Name: Title: Acknowledged and agreed to as of the date first above written: XXXXXX LEASE FINANCE CORPORATION, as Administrative Agent By: _________________________________ Name: Title:

Managed Group Member shall also mean and be a reference to the undersigned. [insert notice information for Issuer Subsidiary] [The undersigned confirms for the benefit of each other party to the Administrative Agency Agreement that, pursuant to and as required by Section 10.03 of the Administrative Agency Agreement, it has appointed [insert name of process agent] as its Process Agent.]1 1 To be deleted if the undersigned has a place of business in the United States. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. [continued on next page] [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. This Managed Group Member Supplement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Laws. Very truly yours, [NAME OF MANAGED GROUP MEMBER] By: Name: Title: Acknowledged and agreed to as of the date first above written: XXXXXX LEASE FINANCE CORPORATION, as Administrative Agent By: Name: Title:

Examples of Managed Group Member in a sentence

• No later than each Calculation Date, the Administrative Agent shall deliver a notice to WEST and each other Managed Group Member, setting forth the amounts of expenses paid by the Administrative Agent in connection with the performance of its obligations under this Agreement through and including such Calculation Date (it being understood that if there are no such expenses the Administrative Agent will be under no obligation to provide such notice).

• WEST and each other Managed Group Member agrees that it will give the 3 Administrative Agent, the Servicer and the Indenture Trustee 60 days’ prior written notice of any limitation or modification of the authority set forth in this Section 2.02(c).

• To the extent reasonably requested by the Servicer, the Administrative Agent shall coordinate and provide assistance on behalf of WEST and each other Managed Group Member with such party and outside counsel in a Lessee default or repossession situation.

• Notwithstanding any termination or the expiration of this Agreement, the obligations of WEST and each other Managed Group Member and the Administrative Agent under Section 3.03 and this Section 8.04 and of the Administrative Agent under Sections 8.03(c) and 10.09 shall survive such termination or expiration, as the case may be.

• To the extent that the following services are not provided by the Servicer, providing assistance to WEST and each other Managed Group Member in procuring Lessee consents, novations and other documentation and in taking all other actions necessary in connection with the reissue or amendment of letters of credit.

• The Administrative Agent shall be entitled to seek and obtain from WEST and each other Managed Group Member a power of attorney in respect of the execution of any specific action as the Administrative Agent deems appropriate.

• In the event that WEST and each other Managed Group Member shall acquire any Replacement Assets and notwithstanding that WEST and each other Managed Group Member may retain different Service Providers for such Replacement 15 Assets, the Administrative Agent hereby agrees to provide the Administrative Services specified herein with respect to all such Replacement Assets.

• In consideration of the Administrative Agent’s performance of the Administrative Services, WEST shall pay to the Administrative Agent a monthly fee (the “Administrative Fee”) equal to 2.0% of aggregate rents actually received during such month (or portion of a month) in which the each Asset is owned by WEST and each other Managed Group Member.

• WEST and each other Managed Group Member shall appoint the Administrative Agent and its successors, and its permitted designees, as their true and lawful attorney-in-fact.

• All services to be performed and actions to be taken by the Administrative Agent pursuant to this Agreement shall be performed on behalf of WEST and each other Managed Group Member.

More Definitions of Managed Group Member

Managed Group Member shall also mean and be a reference to the undersigned. [insert notice information for Issuer Subsidiary] [The undersigned confirms for the benefit of each other party to the Administrative Agency Agreement that, pursuant to and as required by Section 10.03 of the Administrative Agency Agreement, it has appointed [insert name and address of process agent] as its Process Agent.]1 1 To be deleted if the undersigned has a place of business in the United States. [continued on next page] [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. This Managed Group Member Supplement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Laws. Very truly yours, [NAME OF MANAGED GROUP MEMBER] By: Name: Title: Acknowledged and agreed to as of the date first above written: XXXXXX LEASE FINANCE CORPORATION, as Administrative Agent By: Name: Title:

Managed Group Member shall also mean and be a reference to the undersigned. [insert notice information for Issuer Subsidiary] [The undersigned confirms for the benefit of each other party to the Administrative Agency Agreement that, pursuant to and as required by Section 10.03 of the Administrative Agency Agreement, it has appointed [insert name and address of process agent] as its Process Exhibit A-2 Agent.] 1 [continued on next page] A-2 501055749v1 1 To be deleted if the undersigned has a place of business in the United States.