Common use of Failure to Fund Clause in Contracts

Failure to Fund. If Grab or Singtel (the “Non-Contributing Shareholder”) does not make its Capital Contributions to the Company in full pursuant to the Relevant Capital Contribution Schedule (the “Outstanding Contribution”) within ten (10) Business Days of (i) the relevant payment date of such Capital Contribution or (ii) receipt of written notice by the Company of such payment date (whichever is later), the Company shall give such Non-Contributing Shareholder written notice requiring it to provide the relevant payment. The Non-Contributing Shareholder shall rectify such non-payment within an additional three (3) Business Days following the end of the initial ten (10) Business Days-period (such additional period, the “Capital Contribution Grace Period”), failing which, without prejudice to any other remedies available to the Company or any of Grab or Singtel who is not a Non-Contributing Shareholder, the Non-Contributing Shareholder shall, during the period of such non-compliance, and notwithstanding any provision to the contrary in this Agreement or the Constitution: (a) lose its right (I) to appoint one or more non-Independent Directors pursuant to Article V, (II) to nominate one or more Independent Directors pursuant to Article V and (III) to nominate members of the key management of the Company pursuant to Article VI; (b) lose any information rights given to the Non-Contributing Shareholder under Section 10.3 other than with respect to any such information as the Non-Contributing Shareholder or its Affiliates require for accounting, tax and/or regulatory purposes; (c) lose its right to veto any Board Reserved Matter or Shareholders’ Reserved Matter, or to be counted as part of the quorum for any general meeting of the Company or to have its Director be counted as part of the quorum for any Board meeting; (d) be diluted to the extent that the other Shareholder or a third party (pursuant to Section 4.4) contributes equity capital in the amount of the Outstanding Contribution; (e) be a Defaulting Shareholder pursuant to Article XIII; and (f) in the case of Singtel, forfeit the Forfeited Called Singtel Unpaid Shares (where applicable), in accordance with the forfeiture provisions in the Amended Constitution. For the avoidance of doubt, in such event, only the Forfeited Called Singtel Unpaid Shares (where applicable) may be forfeited by the Company in accordance with the forfeiture provisions in the Amended Constitution, and no other Singtel Unpaid Shares may be forfeited at such time. For the avoidance of doubt, any failure or delay by the Company in giving written notice to such Non-Contributing Shareholder requiring it to provide the relevant payment, shall not affect the Non-Contributing Shareholder’s obligation to rectify such non-payment within the Capital Contribution Grace Period.

Failure to Fund. If Grab or Singtel (the “Non-Contributing Shareholder”) does not any Member fails to fulfill its obligation to make its Capital Contributions to the Company in full pursuant to the Relevant a Capital Contribution Schedule (the “Outstanding Contribution”) requested in accordance with Section 6.1 within ten (10) Business Days from the date of the vote (or, in the case of emergency Capital Contributions, within five (5) Business Days of such date), such Member shall receive a notice (“Default Notice”) that such Member has failed to meet its funding obligation (“Funding Shortfall”). If such Funding Shortfall continues for ten Business Days after receipt by such Member of a Default Notice, such Member shall be designated as a “Defaulting Member” and shall have no further right to vote their Outstanding Units in meetings of Members or to designate Managers, and any Managers so designated shall no longer have the power to vote and any determination by the Managers requiring a specific percentage vote of the Managers shall be made without accounting for such Managers, and the Company shall take the following actions: (a) The Company shall promptly notify all non-defaulting Members of the default of the Defaulting Member and shall offer each non-defaulting Member the opportunity to purchase its Pro rata Portion of the Units which the Defaulting Member owns at the time of the Funding Shortfall at a ten percent (10%) discount to the greater of (i) the relevant payment date of price paid by such Capital Contribution Defaulting Member for such Units or (ii) receipt the Fair Market Value of written notice such Units; provided that such offer shall be conditional upon the funding by the non-defaulting Member of its Pro rata Portion of the Funding Shortfall and of all subsequent Capital Contributions as provided in Section 6.1. If there remain any Units from the Defaulting Member’s interest that were not sold to the non-defaulting Members, the Company may offer any remaining portion of such payment date Units to a third party on such terms as the remaining Members agree, including the requirement that any such third party agree to purchase its share of the Funding Shortfall and subsequent Capital Contributions as provided in Section 6.5. Such sale to such third party shall be free and clear of the transfer restrictions set forth in Article 13, but shall be subject to such purchaser becoming a party to this Agreement. (whichever is laterb) Subject to Section 6.4(a), the Company shall give such Non-Contributing Shareholder written notice requiring it offer to provide the relevant payment. The Non-Contributing Shareholder shall rectify such each non-payment within an additional three (3) Business Days following the end defaulting Member its Pro rata Portion of the initial ten (10) Business DaysDefaulting Member’s right to purchase Units in the unfunded Capital Contribution and its obligation to fund future Capital Contributions. If any non-period (defaulting Member elects not to purchase the entire interest offered to it, such additional periodunpurchased interest shall be re-offered pro rata to the non-defaulting Members who have purchased the entire interest offered to them until either all of such interest is acquired or there are no non-defaulting Members who wish to make a further investment. If the entire remaining Defaulting Member’s interest is not purchased in the manner set forth in this Section 6.4(b), the “Capital Contribution Grace Period”), failing which, without prejudice Company shall offer such remaining interest to any other remedies available third party on the same terms as originally offered to the Company or any of Grab or Singtel who is not a Non-Contributing Shareholder, the Non-Contributing Shareholder shall, during the period of such non-compliance, and notwithstanding any provision to the contrary defaulting Members in this Agreement or the Constitution: (a) lose its right (I) Section 6.4(b). Such sale to appoint one or more non-Independent Directors pursuant to Article V, (II) to nominate one or more Independent Directors pursuant to Article V such third party shall be free and (III) to nominate members clear of the key management of the Company pursuant transfer restrictions set forth in Article 13, but shall be subject to Article VI; (b) lose any information rights given such purchaser becoming a party to the Non-Contributing Shareholder under Section 10.3 other than with respect to any such information as the Non-Contributing Shareholder or its Affiliates require for accounting, tax and/or regulatory purposes;this Agreement. (c) lose its In the event of a Funding Shortfall, the Company shall offer to the non-defaulting Members and third parties the Units owned by the Defaulting Member, the right and obligation to veto any Board Reserved Matter or Shareholders’ Reserved Matter, or fund the Funding Shortfall and all subsequent Capital Contributions in accordance with Sections 6.4(a) and (b). No party may purchase the existing Units owned by the Defaulting Shareholder without also being obligated to be counted as part fund the applicable portion of the quorum for any general meeting Funding Shortfall and future Capital Contributions. In the event that all of the Company or to have its Director be counted as part of the quorum for any Board meeting; (d) be diluted to the extent that the other Shareholder or Units owned by a third party (Defaulting Member are not purchased pursuant to Section 4.46.4(a) contributes equity capital in and (b), the amount of the Outstanding Contribution; (e) be a Defaulting Shareholder pursuant to Article XIII; and (f) in the case of Singtel, forfeit the Forfeited Called Singtel Unpaid Shares (where applicable)Company shall, in accordance with Section 6.4(b), offer the forfeiture provisions in right and obligation to fund the Amended Constitution. For Funding Shortfall and all future Capital Contributions to third parties without an obligation to purchase a Defaulting Member’s Units; provided that the avoidance of doubt, in such event, only right and obligation to fund the Forfeited Called Singtel Unpaid Shares (where applicable) may be forfeited by the Company in accordance with the forfeiture provisions in the Amended Constitution, Funding Shortfall and no other Singtel Unpaid Shares may be forfeited at such time. For the avoidance of doubt, any failure or delay by the Company in giving written notice to such Non-Contributing Shareholder requiring it to provide the relevant payment, all future Capital Contributions shall not affect be separately offered. No consent of any Defaulting Member shall be required as a condition precedent to any transfer, assignment or other disposition of the Non-Contributing ShareholderDefaulting Member’s obligation Units pursuant to rectify such non-payment within the Capital Contribution Grace Periodthis Section 6.4.

Failure to Fund. (a) If Grab a Member fails to pay when due any Subsequent Contribution (or Singtel portion thereof) that is not in connection with a Permitted Capital Call (the a “Non-Contributing ShareholderMember”) does not make (the due date of any such Subsequent Contribution hereinafter referred to as the “Default Date”), any Member that has timely contributed its Capital Contributions corresponding Subsequent Contribution (each, a “Contributing Member”) shall have the option, by delivering written notice to the Company in full pursuant Non-Contributing Member of such election (which shall be made on or before the date that is thirty (30) days after the applicable Default Date) to the Relevant Capital Contribution Schedule (the “Outstanding Contribution”) within ten (10) Business Days of either: (i) require the relevant payment date of such Capital Venture to return the Subsequent Contribution or in question made by the Contributing Member; 1160165.07-NYCSR03A - MSW (ii) receipt advance to the Venture all or any portion of written notice by the Company of such payment date Non-Contributing Member’s Subsequent Contribution (whichever is later), the Company shall give or portion thereof) that such Non-Contributing Shareholder written notice requiring it Member shall have failed to provide make (the relevant payment. The “Default Contribution Amount”), which advance shall be treated as a loan by the Contributing Member making such advance to the Non-Contributing Shareholder shall rectify such non-payment within an additional three Member (3) Business Days following the end of the initial ten (10) Business Days-period (such additional period, the a “Capital Contribution Grace PeriodMember Loan”), failing whichwhich Member Loan will earn interest thereon at the Default Rate, without prejudice to any other remedies available to and a Subsequent Contribution by the Company or any of Grab or Singtel who is not a Non-Contributing ShareholderMember. So long as a Member Loan is outstanding, the Non-Contributing Shareholder shallMember shall have the right to repay the Member Loan (together with all accrued and unpaid interest thereon), during in whole or in part; (iii) contribute to the period Venture all or any portion of the Default Contribution Amount in the form of a Capital Contribution (a “Cram-Down Contribution”), in which case the Contributing Member’s Capital Account shall be increased by an amount equal to the Cram-Down Contribution. At the time of a Cram-Down Contribution, (A) the Percentage Interest of the Non-Contributing Member shall be decreased by an amount equal to the percentage (rounded to the nearest one hundred thousandth of one percent) determined by dividing (x) the Cram-Down Contribution multiplied by 150% by (y) the total Capital Contributions made by all of the Members to the Venture on or prior to such date (including the Cram-Down Contribution) (provided, that the Non-Contributing Member’s Percentage Interest shall not be reduced below zero) and (B) the Percentage Interest of the Contributing Member shall be increased by the percentage determined under clause (A) of this Section 5.03(a)(iii); or (iv) issue additional equity interests of the Venture, on terms and conditions to be determined by such Contributing Member to a party that is not an Affiliate of any Member (“Default Third Party Issuance”); provided, that such Default Third Party Issuance shall not (x) adversely affect any Member in a manner materially disproportionate to the adverse effect of such non-compliance, issuance on the Contributing Member and notwithstanding (y) include any provision rights to vote with respect to any matters relating to the contrary Venture, the Investment Partnership, any direct or indirect Subsidiary thereof or any Property. Notwithstanding any other provision hereof but subject to the foregoing limitations, the Contributing Member is hereby authorized and directed to take any actions, including amending this Agreement, in this Agreement or the Constitution: (a) lose its right (I) order to appoint one or more non-Independent Directors pursuant to Article V, (II) to nominate one or more Independent Directors pursuant to Article V and (III) to nominate members of the key management of the Company pursuant to Article VI;effect such Default Third Party Issuances. (b) lose If a Member fails to pay when due any information rights given to the Subsequent Contribution (or portion thereof) in connection with a Permitted Capital Call (a “Permitted Capital Call Non-Contributing Shareholder under Section 10.3 Member”), the other than with respect Member (if it funded its corresponding Subsequent Contribution) (a “Permitted Capital Call Contributing Member”) shall have the option to any such information as (1) fund the portion of the Permitted Capital Call Non-Contributing Shareholder Member’s Subsequent Contribution that it failed to fund in the form of a Capital Contribution (each, a “Permitted Capital Call Cram-Down Contribution”), which Capital Contribution shall be deemed made as of the date on which it is funded by such Member(s) and (2) the Permitted Capital Call Contributing Member’s Capital Account shall be increased by an amount equal to the Permitted Capital Call Cram-Down Contribution. At the time of a Permitted Capital Call Cram-Down Contribution, (A) the Percentage Interest of the Permitted Capital Call Non-Contributing Member shall be decreased by an amount equal to the percentage (rounded to the 1160165.07-NYCSR03A - MSW nearest one hundred thousandth of one percent) determined by dividing (x) the Permitted Capital Call Cram-Down Contribution by (y) the total Capital Contributions made by all of the Members to the Venture on or its Affiliates require for accountingprior to such date (including the Permitted Capital Call Cram-Down Contribution) (provided, tax and/or regulatory purposes;that the Permitted Capital Call Non- Contributing Member’s Percentage Interest shall not be reduced below zero) and (B) the Percentage Interest of the Permitted Capital Call Contributing Member shall be increased by the percentage determined under clause (A) of this Section 5.03(b). (c) lose its right Upon the making (or deemed making) of any Capital Contributions after the date hereof, the Managing Member shall update Exhibit C to veto any Board Reserved Matter or Shareholders’ Reserved Matter, or to be counted as part reflect such Capital Contributions (and the recomputed Percentage Interests of the quorum for Members, if applicable) and shall deliver notice and a copy thereof to each Member. Except as set forth in Section 5.02 and this Section 5.03, no Member shall be required or permitted to make any general meeting of the Company Capital Contribution or to have its Director be counted as part of the quorum for any Board meeting; (d) be diluted other payment to the extent that Venture in excess of such Member’s Initial Capital Contributions made on the other Shareholder or a third party (pursuant to Section 4.4) contributes equity capital in the amount of the Outstanding Contribution; (e) be a Defaulting Shareholder pursuant to Article XIII; and (f) in the case of Singtel, forfeit the Forfeited Called Singtel Unpaid Shares (where applicable), in accordance with the forfeiture provisions in the Amended Constitution. For the avoidance of doubt, in such event, only the Forfeited Called Singtel Unpaid Shares (where applicable) may be forfeited by the Company in accordance with the forfeiture provisions in the Amended Constitution, and no other Singtel Unpaid Shares may be forfeited at such time. For the avoidance of doubt, any failure or delay by the Company in giving written notice to such Non-Contributing Shareholder requiring it to provide the relevant payment, shall not affect the Non-Contributing Shareholder’s obligation to rectify such non-payment within the Capital Contribution Grace Perioddate hereof.

Failure to Fund. (a) If Grab any Delayed Draw Member fails to cure any failure to contribute all or Singtel any portion of its Commitment Percentage of any Capital Contribution within five (5) Business Days following its receipt of notice from the Company of its failure to fund by the Funding Date (such Delayed Draw Member, a “Non-Contributing ShareholderMember”) does not make its Capital Contributions , the amount which such Delayed Draw Member failed to the Company contribute in full pursuant to the Relevant Capital Contribution Schedule (respect of any such request, the “Outstanding ContributionUnfunded Amount”) within ten (10) Business Days of (i) the relevant payment date , and any other Class B Member that has contributed its full Commitment Percentage of such Capital Contribution or any Fully Funded Member, each a “Fully Contributing Member”), and such Delayed Draw Member is not otherwise prohibited by applicable Law from making any required Capital Contribution, then: (i) each Fully Contributing Member (if any) may, but shall not be required to, fund its pro rata share, based on the relative Commitment Percentages (taking into account Class B Units issued pursuant to Section 5.3 to each Fully Contributing Member in exchange for their Commitment Percentage of the Capital Contribution) of the Fully Contributing Members, of any Unfunded Amount (or, if another Fully Contributing Member chooses not to fund such pro rata share, such first Fully Contributing Member (having funded both its Commitment Percentage of the Capital Contribution and its pro rata share of the Unfunded Amount) may also fund its pro rata share of any remaining deficiency such that after giving effect to the foregoing, the entire amount of the deficiency may be funded by one or more Fully Contributing Members); (ii) receipt in exchange for funding all or any portion of written notice by the Company of such payment date (whichever is later)a Non-Contributing Member’s Unfunded Amount, the Company shall give such Non-issue to each participating Fully Contributing Shareholder written notice requiring it to provide the relevant payment. The Non-Contributing Shareholder shall rectify such non-payment within Member an additional three (3) Business Days following the end number of the initial ten (10) Business Days-period (such additional period, the “Capital Contribution Grace Period”), failing which, without prejudice to any other remedies available Class B Units equal to the Company or any number of Grab or Singtel who is not a Non-Contributing Shareholder, the Non-Contributing Shareholder shall, during the period of such non-compliance, and notwithstanding any provision to the contrary in this Agreement or the Constitution: (a) lose its right (I) to appoint one or more non-Independent Directors pursuant to Article V, (II) to nominate one or more Independent Directors pursuant to Article V and (III) to nominate members of the key management of the Company pursuant to Article VI; (b) lose any information rights given additional Class B Units that would have been issued to the Non-Contributing Shareholder under Member in exchange for the Unfunded Amount pursuant to Section 10.3 other than with respect to any such information as 5.3; and (iii) the Commitment Percentage of each participating Fully Contributing Member and Non-Contributing Shareholder Member shall be adjusted as may be necessary to carry out the intent of this Section 5.4. (b) In lieu of the foregoing remedy set forth in sub-clause (a) of this Section 5.4, the Managing Member may elect in its sole discretion to specifically enforce the terms and provisions of this Agreement against a Non-Contributing Member or its Affiliates require for accounting, tax and/or regulatory purposes;seek monetary damages. (c) lose its right to veto any Board Reserved Matter or Shareholders’ Reserved Matter, or to be counted as part of the quorum for any general meeting of the Company or to have its Director be counted as part of the quorum for any Board meeting; (d) be diluted In addition to the extent that rights, powers and remedies set forth in this Section 5.4, the Managing Member may exercise every other Shareholder right, power or remedy available at Law or in equity or by statute or otherwise against a third party (pursuant to Section 4.4) contributes equity capital in the amount of the Outstanding Contribution; (e) be a Defaulting Shareholder pursuant to Article XIII; and (f) in the case of Singtel, forfeit the Forfeited Called Singtel Unpaid Shares (where applicable), in accordance with the forfeiture provisions in the Amended Constitution. For the avoidance of doubt, in such event, only the Forfeited Called Singtel Unpaid Shares (where applicable) may be forfeited by the Company in accordance with the forfeiture provisions in the Amended Constitution, and no other Singtel Unpaid Shares may be forfeited at such time. For the avoidance of doubt, any failure or delay by the Company in giving written notice to such Non-Contributing Shareholder requiring it to provide the relevant payment, shall not affect the Non-Contributing Shareholder’s obligation to rectify such non-payment within the Capital Contribution Grace PeriodMember.