Common use of Unfunded Commitment; Additional Capital Contributions Clause in Contracts

Unfunded Commitment; Additional Capital Contributions. In the event any Cash Equity Investor (a "Defaulting Cash Equity Investor") fails to satisfy any portion of its Unfunded Commitment pursuant to Section 2.2 of the Telecorp Securities Purchase Agreement (a "Payment Default"), the Company shall give prompt written notice, but no later than one (1) business day following such default (a "Default Notice"), to each Cash Equity Investor other than the Defaulting Cash Equity Investor (each a "Non-Defaulting Cash Equity Investor") of the amount of such Payment Default (the "Default Amount"). In the event the Defaulting Cash Equity Investor has failed to cure such Payment Default or in the event that no Affiliated Cash Equity Investor (defined below) of such Defaulting Cash Equity Investor has cured such Payment Default, within five (5) days of the Payment Default, each Non-Defaulting Cash Equity Investor may, acting on its own or in conjunction with one or more of the other Non-Defaulting Cash Equity Investors (each a "Participating Cash Equity Investor"), agree to fund all or any portion of such Payment Default by providing written notice to the Company (a "Payment Notice") no later than 12:00 Noon (New York time) twenty (20) days following the date on which the Default Notice is delivered (the "Payment Notice Period") and the Company shall thereafter provide each Participating Cash Equity Investor with copies of such Payment Notice or Payment Notices; provided, however, that if the aggregate amount agreed to be funded by the Participating Cash Equity Investors shall exceed the Payment Default, then the amount to be funded by each such Participating Cash Equity Investor shall be divided amongst the Participating Cash Equity Investors pro rata in accordance with the shares of Common Stock owned or controlled by such Participating Cash Equity Investors; provided, further, however, that if the aggregate amount agreed to be funded by the Participating Cash Equity Investors shall be less than the Payment Default (a "Payment Default Shortfall"), the Company shall give prompt written notice, but no later than one (1) business day following the end of the Payment Notice Period, of such Payment Default Shortfall (a "Payment Default Shortfall Notice") to all Non-Defaulting Cash Equity Investors and all such Non-Defaulting Cash Equity Investors may agree to fund the Payment Default Shortfall by providing written notice to the Company within five (5) days of delivery of the Payment Notice and payment shall be made in accordance with the preceding two provisos.

Unfunded Commitment; Additional Capital Contributions. In the event ----------------------------------------------------- any Cash Equity Investor (a "Defaulting Cash Equity Investor") fails to satisfy ------------------------------- any portion of its Unfunded Commitment pursuant to Section 2.2 of the Telecorp Securities Purchase Agreement (a "Payment Default"), the Company shall give --------------- prompt written notice, but no later than one (1) business day following such default (a "Default Notice"), to each Cash Equity Investor other than the -------------- Defaulting Cash Equity Investor (each a "Non-Defaulting Cash Equity Investor") ----------------------------------- of the amount of such Payment Default (the "Default Amount"). In the event the -------------- Defaulting Cash Equity Investor has failed to cure such Payment Default or in the event that no Affiliated Cash Equity Investor (defined below) of such Defaulting Cash Equity Investor has cured such Payment Default, within five (5) days of the Payment Default, each Non-Defaulting Cash Equity Investor may, acting on its own or in conjunction with one or more of the other Non-Defaulting Cash Equity Investors (each a "Participating Cash Equity Investor"), agree to fund ---------------------------------- all or any portion of such Payment Default by providing written notice to the Company (a "Payment Notice") no later than 12:00 Noon (New York time) twenty -------------- (20) days following the date on which the Default Notice is delivered (the "Payment Notice Period") and the Company shall thereafter provide each --------------------- Participating Cash Equity Investor with copies of such Payment Notice or Payment Notices; provided, however, that if the aggregate amount agreed to be funded by -------- ------- the Participating Cash Equity Investors shall exceed the Payment Default, then the amount to be funded by each such Participating Cash Equity Investor shall be divided amongst the Participating Cash Equity Investors pro rata in accordance with the shares of Common Stock owned or controlled by such Participating Cash Equity Investors; provided, further, however, that if the aggregate amount -------- ------- ------- agreed to be funded by the Participating Cash Equity Investors shall be less than the Payment Default (a "Payment Default Shortfall"), the Company shall give ------------------------- prompt written notice, but no later than one (1) business day following the end of the Payment Notice Period, of such Payment Default Shortfall (a "Payment ------- Default Shortfall Notice") to all Non-Defaulting Cash Equity Investors and all ------------------------ such Non-Defaulting Cash Equity Investors may agree to fund the Payment Default Shortfall by providing written notice to the Company within five (5) days of delivery of the Payment Notice and payment shall be made in accordance with the preceding two provisos. Upon payment of the Default Amount (or any portion thereof), each Participating Cash Equity Investor (i) shall be deemed to be the record and beneficial owner of that number of shares of Common Stock owned or controlled by the Defaulting Cash Equity Investor equal to (w) the total number of shares of Common Stock owned or controlled by the Defaulting Cash Equity Investor multiplied by (x) the amount paid by such Participating Cash Equity Investor ---------- pursuant to this Section 4 divided by the Default Amount, and (ii) shall become --------- obligated to the Company pursuant to Section 2.2 of the Securities Purchase Agreement with respect to the remaining Unfunded Commitment, if any, of the Defaulting Cash Equity Investor in an amount equal to (y) the amount of such remaining Unfunded Commitment multiplied by (z) the percentage of the Unfunded ------------- Commitment the Defaulting Cash Equity Investor failed to satisfy which such Participating Cash Equity Investor funded pursuant to this Section 4. --------- For purposes of this Section 3, an "Affiliated Cash Equity Investor" --------- shall mean an Affiliated Successor of such Cash Equity Investor and (i) with respect to ▇▇▇▇▇, ▇▇▇ III and ▇▇▇ ▇▇ and any of their respective Affiliated Successors, (ii) with respect to Whitney, WEP, JHW and WSP and any of their respective Affiliated Successors, (iii) with respect to MC Partners, MC and MC- III and any of their respective Affiliated Successors, (iv) with respect to Northwood, NV and NCP and any of their respective Affiliated Successors, (v) with respect to ▇▇▇▇, HCP and HCP Fund and any of their respective Affiliated Successors.

Unfunded Commitment; Additional Capital Contributions. (a) In the ----------------------------------------------------- event any Cash Equity Investor (a "Defaulting Cash Equity Investor") fails to ------------------------------- satisfy any portion of its Unfunded Commitment pursuant to Section 2.2 of the Telecorp ----------- Securities Purchase Agreement (a "Payment Default"), the Company shall give --------------- prompt written notice, but no later than one (1) business day following such default (a "Default Notice"), to each Cash Equity Investor other than the -------------- Defaulting Cash Equity Investor (each a "Non-Defaulting Cash Equity Investor") ----------------------------------- of the amount of such Payment Default (the "Default Amount"). In the event the -------------- Defaulting Cash Equity Investor has failed to cure such Payment Default Default, or in the case of a Payment Default by either PEI III or ▇▇▇ ▇▇, in the event that no Affiliated Cash Equity Investor (defined below) of such Defaulting Cash Equity Investor has cured PEI III and ▇▇▇ ▇▇ have failed to cure such Payment Default, within five (5) days of the Payment Default, each Non-Defaulting Cash Equity Investor may, acting on its own or in conjunction with one or more of the other Non-Defaulting Cash Equity Investors (each a "Participating Cash Equity Investor"), agree to fund all or ---------------------------------- any portion of such Payment Default by providing written notice to the Company (a "Payment Notice") no later than 12:00 Noon (New York time) twenty (20) days -------------- following the date on which the Default Notice is delivered (the "Payment Notice -------------- Period") and the Company shall thereafter provide each Participating Cash Equity ------ Investor with copies of such Payment Notice or Payment Notices; provided, -------- however, that if the aggregate amount agreed to be funded by the Participating ------- Cash Equity Investors shall exceed the Payment Default, then the amount to be funded by each such Participating Cash Equity Investor shall be divided amongst the Participating Cash Equity Investors pro rata in accordance with the shares of Common Stock owned or controlled Beneficially Owned by such the Participating Cash Equity Investors; provided, further, however, that if the aggregate amount agreed to be funded by -------- ------- ------- the Participating Cash Equity Investors shall be less than the Payment Default (a "Payment Default Shortfall"), the Company shall give prompt written notice, ------------------------- but no later than one (1) business day following the end of the Payment Notice Period, of such Payment Default Shortfall (a "Payment Default Shortfall Notice") -------------------------------- to all Non-Defaulting Cash Equity Investors and all such Non-Defaulting Cash Equity Investors may agree to fund the Payment Default Shortfall by providing written notice to the Company within five (5) days of delivery of the Payment Notice and payment shall be made in accordance with the preceding two provisos. (b) Upon payment of the Default Amount (or any portion thereof), each Participating Cash Equity Investor (i) shall be deemed to be the record and beneficial owner of that number of shares of Common Stock Beneficially Owned by the Defaulting Cash Equity Investor equal to the total number of shares of Common Stock Beneficially Owned by the Defaulting Cash Equity Investor multiplied by the amount equal to the amount paid by such Participating Cash Equity Investor pursuant to this Section 4 divided by the Default Amount, and --------- (ii) shall become obligated to the Company pursuant to Section 2.2 of the ----------- Securities Purchase Agreement with respect to the remaining Unfunded Commitment, if any, of the Defaulting Cash Equity Investor in an amount equal to the product of the amount of such remaining Unfunded Commitment multiplied by the percentage of the Unfunded Commitment the Defaulting Cash Equity Investor failed to satisfy which such Participating Cash Equity Investor funded pursuant to this Section 4. --------- (c) Upon a Payment Default by either Chase or ▇.▇. ▇▇▇▇▇▇ which shall remain uncured by Chase or ▇.▇. ▇▇▇▇▇▇, respectively, the rights of Chase and ▇▇▇▇▇▇, as the case may be, pursuant to Sections 2.1, 2.4, 6.1 shall terminate. ------------ --- ---

Unfunded Commitment; Additional Capital Contributions. (a) In the event any Cash Equity Investor (a "Defaulting Cash Equity Investor") fails to satisfy any portion of its Unfunded Commitment pursuant to Section 2.2 of the Telecorp Securities Purchase Agreement (a "Payment Default"), the Company shall give prompt written notice, but no later than one (1) business day following such default (a "Default Notice"), to each Cash Equity Investor other than the Defaulting Cash Equity Investor (each a "Non-Defaulting Cash Equity Investor") of the amount of such Payment Default (the "Default Amount"). In the event the Defaulting Cash Equity Investor has failed to cure such Payment Default or in the event that no Affiliated Cash Equity Investor (defined below) of such Defaulting Cash Equity Investor has cured such Payment Default, within five (5) days of the Payment Default, each Non-Defaulting Cash Equity Investor may, acting on its own or in conjunction with one or more of the other Non-Defaulting Cash Equity Investors (each a "Participating Cash Equity Investor"), agree to fund all or any portion of such Payment Default by providing written notice to the Company (a "Payment Notice") no later than 12:00 Noon (New York time) twenty (20) days following the date on which the Default Notice is delivered (the "Payment Notice Period") and the Company shall thereafter provide each Participating Cash Equity Investor with copies of such Payment Notice or Payment Notices; provided, however, that if the aggregate amount agreed to be funded by the Participating Cash Equity Investors shall exceed the Payment Default, then the amount to be funded by each such Participating Cash Equity Investor shall be divided amongst the Participating Cash Equity Investors pro rata in accordance with the shares of Common Stock owned or controlled Owned by such the Participating Cash Equity Investors; provided, further, however, that if the aggregate amount agreed to be funded by the Participating Cash Equity Investors shall be less than the Payment Default (a "Payment Default Shortfall"), the Company shall give prompt written notice, but no later than one (1) business day following the end of the Payment Notice Period, of such Payment Default Shortfall (a "Payment Default Shortfall Notice") to all Non-Defaulting Cash Equity Investors and all such Non-Defaulting Cash Equity Investors may agree to fund the Payment Default Shortfall by providing written notice to the Company within five (5) days of delivery of the Payment Notice and payment shall be made in accordance with the preceding two provisos. (b) In the event any Cash Equity Investor (a "Defaulting Ericsson Investor") fails to pay any amount due and payable pursuant to the Ericsson Documents (as defined in the Securities Purchase Agreement) (a "Ericsson Payment Default"), the Company shall give prompt written notice, but no later than one (1) business day following such default (a "Ericsson Default Notice"), to each Cash Equity Investor other than the Defaulting Ericsson Investor (each a "Non-Defaulting Party") of the amount of such Ericsson Payment Default (the "Ericsson Default Amount"). In the event the Defaulting Ericsson Investor has failed to cure such Ericsson Payment Default, within two (2) days of the Ericsson Payment Default, each Non-Defaulting Party may, acting on its own or in conjunction with one or more of the other Non-Defaulting Parties (each a "Participating Party"), agree to fund all or any portion of such Ericsson Payment Default by providing written notice to the Company (a "Ericsson Payment Notice") and funding such Ericsson Default Amount to Ericsson ("Ericsson") no later than 12:00 Noon (New York time) four (4) days following the date on which the Ericsson Default Notice is delivered (the "Ericsson Payment Notice Period") and the Company shall thereafter provide each Participating Party with copies of such Ericsson Payment Notice or Ericsson Payment Notices; provided, however, that if the aggregate amount agreed to be funded by the Participating Parties shall exceed the Ericsson Payment Default, then the amount to be funded by each such Participating Party shall be divided amongst the Participating Parties pro rata in accordance with the shares of Common Stock Owned by the Participating Parties; provided, further, however, that if the aggregate amount agreed to be funded by the Participating Parties shall be less than the Ericsson Payment Default (a "Ericsson Default Shortfall"), the Company shall give prompt written notice, but no later than one (1) business day following the end of the Ericsson Payment Notice Period, of such Ericsson Payment Default Shortfall (a "Ericsson Payment Default Shortfall Notice") to AT&T Wireless PCS, Inc. ("AT&T") and AT&T may fund the Ericsson Payment Default Shortfall by providing written notice to the Company and funding such Ericsson Default Shortfall to Ericsson within two (2) days of delivery of the Ericsson Payment Default Shortfall Notice. (c) Upon payment of the Default Amount (or any portion thereof), each Participating Cash Equity Investor (i) shall be deemed to be the record and beneficial owner of that number of shares of Common Stock Owned by the Defaulting Cash Equity Investor equal to the total number of shares of Common Stock acquired in respect of such Defaulting Cash Equity Investor's Commitment pursuant to the Securities Purchase Agreement multiplied by a fraction the numerator of which is the amount equal to the amount paid by such Participating Cash Equity Investor pursuant to this Section 4 and the denominator of which is the Default Amount, and (ii) shall become obligated to the Company pursuant to Section 2.2 of the Securities Purchase Agreement with respect to the remaining Unfunded Commitment, if any, of the Defaulting Cash Equity Investor in an amount equal to the product of the amount of such remaining Unfunded Commitment multiplied by the percentage of the Unfunded Commitment the Defaulting Cash Equity Investor failed to satisfy which such Participating Cash Equity Investor funded pursuant to this Section 4. (d) Upon payment of the Ericsson Default Amount (or any portion thereof), each Participating Party and/or AT&T (if applicable) shall be deemed to be the record and beneficial owner of that number of shares of Common Stock Owned by the Defaulting Ericsson Investor equal to the aggregate number of shares of Common Stock Owned by the Defaulting Ericsson Investor and subject to a pledge to Ericsson pursuant to the Ericsson Documents multiplied by a fraction, the numerator of which is the amount paid by such Participating Party, or AT&T, as applicable, pursuant to this Section 4, and the denominator of which is the Ericsson Default Amount.