Common use of Release of Funds Clause in Contracts

Release of Funds. (a) Three Business Days after the Business Day on which funds received from any person are deposited into the Collateral Account in a minimum amount of $100,000 (or which would increase the balance in the Collateral Account to at least $100,000) (the “Deposit Date”), the Lockbox Agent shall disburse the amount of funds, including interest received, held in the Collateral Account on such Deposit Date (the “Specified Funds”) as follows: (i) First, to pay each Holder on a pro rata basis the amount of all accrued and unpaid interest and Default Interest, if any, then due each Holder in accordance with the terms of their respective Notes through the most recent Interest Payment Date; (ii) Second, to pay each Holder on a pro rata basis the unpaid amount, if any, then due such Holder pursuant to Article II of the Notes for any Determination Period ended at least 45 days prior to the date of such payment; (iii) Third, to pay each Holder on a pro rata basis the amount, if any, of unpaid principal then due on the maturity date of any installment of principal of such Holder's Notes; (iv) Fourth, to the Holders and the Collateral Agent to pay or reimburse them for their respective amounts of costs and expenses payable by the Company pursuant to the Transaction Documents and not theretofore paid or reimbursed by the Company (including under this Section 7(a)); and (v) Fifth, if no Event of Default shall have occurred and be deemed continuing pursuant to Section 6, to pay the Available Specified Funds remaining in the Collateral Account to the Company. (b) During each Retention Period, the Lockbox Agent shall hold the Retained Amount in the Lockbox Account. On the Business Day following the end of such Retention Period, the Lockbox Agent shall (1) pay each Holder, on a pro rata basis, from the Retained Amount any unpaid amounts due to the Holders for interest, Default Interest and principal as described in clauses (i)-(iii) of Section 7(a) which have accrued and become due during the Retention Period and then (2) pay costs and expenses of the Holders and the Collateral Agent as described in clause (iv) of Section 7(a) and then (3) provided no Event of Default shall have occurred and be continuing, pay the remaining Retained Amount to the Company. (c) If an Event of Default shall have occurred and be continuing, after disbursing the Specified Funds in the Collateral Account pursuant to clauses (i) through (iv) of Section 7(a), the Lockbox Agent shall disburse the remaining Specified Funds to pay each Holder, on a pro rata basis, the amount of unpaid principal then due upon acceleration, if any, pursuant to Article IV of such Holder's Note(s); provided, however, that if the amount of such Specified Funds is insufficient to pay all amounts due to the Holders, then the amount paid to the Holders pursuant to this Section 7(c) shall be prorated among the Holders in proportion to the respective amounts due each Holder. (d) For each Deposit Date, after making the payments to the Holders required by Sections 7(b) and 7(c) and after the Company shall have paid the Holders any other amounts then due under the Notes, the Lockbox Agent shall pay to the Company all Specified Funds remaining in the Collateral Account. Funds received in the Collateral Account and interest received thereon after any Deposit Date shall be deemed new Specified Funds to be disbursed, three Business Days after the next Deposit Date to occur, in accordance with all of the provisions and priorities of this Section 7 before being paid to the Company.

Release of Funds. (ai) Three Business Days after Promptly following the Business Day on which funds received date that is twelve (12) months from any person are deposited into the Collateral Account in a minimum amount date of $100,000 (or which would increase the balance in the Collateral Account to at least $100,000) this Agreement (the “Deposit Interim Release Date”), Parent and the Lockbox Representative shall deliver a Joint Instruction to the Escrow Agent shall disburse directing the Escrow Agent to release to the Representative for distribution to the Stockholders and the Gain Share Recipients an amount equal to the amount of fundsany remaining Escrow Property in excess of (A) $[ ] [NTD: 50% of initial indemnity escrow amount] plus (B) any unresolved claims made by the Parent Indemnified Parties as of the Interim Release Date under the terms of the Merger Agreement (“Unresolved Claims”); provided, including interest received, held in the Collateral Account on such Deposit Date (the “Specified Funds”) as follows: (i) First, to pay each Holder on a pro rata basis the amount of all accrued and unpaid interest and Default Interestthat, if anythe balance of the Escrow Account, then due each Holder taking into account any Unresolved Claims, as of the Interim Release Date is less than $[ ] [NTD: 50% of initial indemnity escrow amount] no disbursements shall be made pursuant to this Section 3(c); and provided, further that if no disbursement is made in accordance with the terms foregoing provision and subsequent to the Interim Release Date and prior to the Termination Date, any amounts previously claimed by Parent to be owed to a Parent Indemnified Party pursuant to Section 3 hereof are finally determined not to be so owed to a Parent Indemnified Party (a “Resolved Claim Amount”), then the portion of their respective Notes through such Resolved Claim Amount equal to the most recent Interest Payment Date;shortfall between (x) the remaining balance in the Escrow Account, taking into account any Unresolved Claims, and (y) $[ ] [NTD: 50% of initial indemnity escrow amount] shall be retained in the Escrow Account, and Parent and the Representative shall deliver a Joint Instruction to the Escrow Agent directing that the remaining portion of the Resolved Claim Amount, together with any interest, dividends, gains and other income earned with respect thereto, be released to the Representative (for distribution by the Representative to the Stockholders and the Gain Share Recipients). (ii) Second, to pay each Holder on a pro rata basis Promptly following the unpaid amount, if any, then due such Holder pursuant to Article II of the Notes for any Determination Period ended at least 45 days prior to date that is twenty-four (24) months from the date of such payment; this Agreement (iii) Thirdthe “Termination Date”), to pay each Holder on a pro rata basis Parent and the amount, if any, of unpaid principal then due on the maturity date of any installment of principal of such Holder's Notes; (iv) Fourth, Representative shall deliver notice to the Holders Escrow Agent directing the Escrow Agent to release to the Representative for distribution to the Stockholders and the Collateral Agent to pay or reimburse them for their respective amounts of costs and expenses payable by the Company pursuant Gain Share Recipients an amount equal to the Transaction Documents and not theretofore paid or reimbursed by difference between (i) the Company (including under this Section 7(a)); and (v) Fifth, if no Event of Default shall have occurred and be deemed continuing pursuant to Section 6, to pay the Available Specified Funds amount remaining in the Collateral Escrow Account to the Company. (b) During each Retention Period, the Lockbox Agent shall hold the Retained Amount in the Lockbox Account. On the Business Day following the end of such Retention Period, the Lockbox Agent shall (1) pay each Holder, on a pro rata basis, from the Retained Amount any unpaid amounts due to the Holders for interest, Default Interest and principal as described in clauses (i)-(iii) of Section 7(a) which have accrued and become due during the Retention Period and then (2) pay costs and expenses of the Holders Termination Date and (ii) any unresolved claims made by the Collateral Agent Parent Indemnified Parties as described in clause (iv) of Section 7(a) and then (3) provided no Event of Default shall have occurred and be continuing, pay the remaining Retained Amount to the Company. (c) If an Event of Default shall have occurred and be continuing, after disbursing the Specified Funds in the Collateral Account pursuant to clauses (i) through (iv) of Section 7(a), the Lockbox Agent shall disburse the remaining Specified Funds to pay each Holder, on a pro rata basis, the amount of unpaid principal then due upon acceleration, if any, pursuant to Article IV of such Holder's Note(s); provided, however, that if the amount of such Specified Funds is insufficient to pay all amounts due to the Holders, then the amount paid to the Holders pursuant to this Section 7(c) shall be prorated among the Holders in proportion to the respective amounts due each Holder. (d) For each Deposit Date, after making the payments to the Holders required by Sections 7(b) and 7(c) and after the Company shall have paid the Holders any other amounts then due Termination Date under the Notes, terms of the Lockbox Merger Agreement. Any Escrow Funds held by the Escrow Agent shall pay to beyond the Company all Specified Funds remaining in the Collateral Account. Funds received in the Collateral Account and interest received thereon after any Deposit Termination Date shall be deemed new Specified Funds to be disbursed, three Business Days after released by the next Deposit Date to occur, in accordance with all of the provisions and priorities of this Section 7 before being paid Escrow Agent to the Companyapplicable party or parties at such time as a Joint Instruction or a Directive is delivered to the Escrow Agent. Parent and the Representative shall use their respective reasonable efforts to resolve all disputes or claims as promptly as possible following the Termination Date.

Release of Funds. The Principal (ax) Three Business Days after less the Business Day on which funds received from any person are deposited into the Collateral Account in a minimum total amount of $100,000 all Indemnification Claims validly made by Purchaser and determined payable pursuant to the Purchase Agreement; (or which would increase the balance in the Collateral Account to at least $100,000y) (the “Deposit Date”), the Lockbox Agent shall disburse less the amount of funds, including any Purchase Price Reduction Claims validly made pursuant to the provisions of the Purchase Agreement; and (z) less any net collected income on the total of the amounts specified in (x) and (y); shall be paid to Powertel together with any interest received, held in or income thereon on the Collateral Account on such Deposit Date business day immediately following the expiration of the period of six (6) months after the date of closing of the Purchase Agreement (the “Specified Funds”) as follows: "Hold Back Period," which period may be extended until the first anniversary of the date of closing of the Purchase Agreement by joint written notice from Purchaser and Powertel to the Escrow Agent). If, prior to the expiration of the Hold Back Period, the Purchaser has given notice of any Indemnification Claims and/or Purchase Price Reduction Claims, the Escrow Agent shall retain Principal in an amount equal to the aggregate of all such Indemnification Claims and Purchase Price Reduction Claims together with any interest or income thereon (collectively the "Retained Portion"). The Escrow Agent shall retain the Retained Portion together with any interest or income thereon, in escrow, and the Hold Back Period shall be extended with respect thereto, until the earlier of: (i) First, to pay each Holder on a pro rata basis twelve months from the amount of all accrued and unpaid interest and Default Interest, if any, then due each Holder in accordance with the terms of their respective Notes through the most recent Interest Payment Date; date hereof; (ii) Second, five (5) business days following the delivery to pay each Holder on a pro rata basis the unpaid amount, if any, then due such Holder pursuant Escrow Agent of written instructions signed by Purchaser and Powertel directing the Escrow Agent as to Article II whom all or any part of the Notes for Retained Portion and any Determination Period ended at least 45 days prior to the date of such payment; (iii) Third, to pay each Holder on a pro rata basis the amount, if any, of unpaid principal then due on the maturity date of any installment of principal of such Holder's Notes; (iv) Fourth, to the Holders and the Collateral Agent to pay interest or reimburse them for their respective amounts of costs and expenses payable by the Company pursuant to the Transaction Documents and not theretofore paid or reimbursed by the Company (including under this Section 7(a)); and (v) Fifth, if no Event of Default shall have occurred and be deemed continuing pursuant to Section 6, to pay the Available Specified Funds remaining in the Collateral Account to the Company. (b) During each Retention Period, the Lockbox Agent shall hold the Retained Amount in the Lockbox Account. On the Business Day following the end of such Retention Period, the Lockbox Agent shall (1) pay each Holder, on a pro rata basis, from the Retained Amount any unpaid amounts due to the Holders for interest, Default Interest and principal as described in clauses (i)-(iii) of Section 7(a) which have accrued and become due during the Retention Period and then (2) pay costs and expenses of the Holders and the Collateral Agent as described in clause (iv) of Section 7(a) and then (3) provided no Event of Default shall have occurred and be continuing, pay the remaining Retained Amount to the Company. (c) If an Event of Default shall have occurred and be continuing, after disbursing the Specified Funds in the Collateral Account pursuant to clauses (i) through (iv) of Section 7(a), the Lockbox Agent shall disburse the remaining Specified Funds to pay each Holder, on a pro rata basis, the amount of unpaid principal then due upon acceleration, if any, pursuant to Article IV of such Holder's Note(s); provided, however, that if the amount of such Specified Funds is insufficient to pay all amounts due to the Holders, then the amount paid to the Holders pursuant to this Section 7(c) shall be prorated among the Holders in proportion to the respective amounts due each Holder. (d) For each Deposit Date, after making the payments to the Holders required by Sections 7(b) and 7(c) and after the Company shall have paid the Holders any other amounts then due under the Notes, the Lockbox Agent shall pay to the Company all Specified Funds remaining in the Collateral Account. Funds received in the Collateral Account and interest received thereon after any Deposit Date shall be deemed new Specified Funds to be disbursed, three Business Days after the next Deposit Date to occur, in accordance with all of the provisions and priorities of this Section 7 before being paid to the Company.income thereon

Release of Funds. (a) Three Business Days after In the Business Day on which funds received from any person are deposited event that the Company and Investor shall enter into a written, final and definitive “Securities Purchase Agreement” containing legally binding obligations as to all of the Collateral Account in terms of the Investment, including the express legally binding obligation of Investor to make the Investment and to cause the Escrow Fund to comprise a minimum amount of $100,000 (or which would increase the balance in the Collateral Account to at least $100,000) portion thereof (the “Deposit DateSecurities Purchase Agreement”), then the Lockbox Escrow Agent shall disburse pay the amount of funds, including interest received, held Escrow Fund to the Company at the “Initial Closing” (as such term is defined in the Collateral Account on such Deposit Date Securities Purchase Agreement) of the Investment pursuant to the express provisions of the Securities Purchase Agreement relating to the Escrow Fund. (b) Notwithstanding the “Specified Funds”provisions of Section 4(a) as follows: of this Agreement or any other agreement or understanding of any kind, in the event that (i) First, to pay each Holder on a pro rata basis the amount of all accrued and unpaid interest and Default Interest, if any, then due each Holder Initial Closing under the Securities Purchase Agreement does not occur in accordance with the terms thereof by the close of their respective Notes through business on August 5, 2005 (which date shall be August 19, 2005 in the most recent Interest Payment Date; event that the proxy statement relating to the Stockholder Meeting, as defined in the Securities Purchase Agreement, is reviewed by the Securities and Exchange Commission), or (ii) SecondInvestor determines in its sole discretion for any reason that it shall not make the Investment, each of which of the foregoing clauses (i)-(ii) constitutes incontrovertible reason for the delivery of the Escrow Fund to pay each Holder on the Investor, and the Escrow Agent receives a pro rata basis written demand signed by Investor (the unpaid amount“Demand”) certifying that Investor is entitled to the Escrow Fund because of any of the foregoing reasons, if anythen, unless within five days after receiving the Demand the Escrow Agent receives a written objection to the Demand signed by an authorized executive officer of the Company, the Escrow Agent shall, promptly after the expiration of that five day period, deliver the Escrow Fund to Investor in the manner specified in the demand. Simultaneously with delivery of any Demand upon the Escrow Agent, Investor shall deliver a copy thereof to the Company and shall provide to the Escrow Agent evidence that such Demand has been delivered to the Company. If the Escrow Agent receives from the Company a written objection to the Demand within the five-day period referred to in this Section 4(b), then due such Holder the provisions of Section 5 shall apply. (c) Any disposition of the Escrow Fund (including earnings thereon) pursuant to Article II of this Agreement shall be made by check payable in immediately available funds or by wire transfer to such account as may be designated in writing from time to time by the Notes for any Determination Period ended recipient to the Escrow Agent at least 45 two business days prior to the date of such payment; (iii) Third, to pay each Holder on a pro rata basis the amount, if any, of unpaid principal then due on the maturity date of any installment of principal of such Holder's Notes; (iv) Fourth, to the Holders and the Collateral Agent to pay or reimburse them for their respective amounts of costs and expenses payable by the Company pursuant to the Transaction Documents and not theretofore paid or reimbursed by the Company (including under this Section 7(a)); and (v) Fifth, if no Event of Default shall have occurred and be deemed continuing pursuant to Section 6, to pay the Available Specified Funds remaining in the Collateral Account to the Companydisposition. (b) During each Retention Period, the Lockbox Agent shall hold the Retained Amount in the Lockbox Account. On the Business Day following the end of such Retention Period, the Lockbox Agent shall (1) pay each Holder, on a pro rata basis, from the Retained Amount any unpaid amounts due to the Holders for interest, Default Interest and principal as described in clauses (i)-(iii) of Section 7(a) which have accrued and become due during the Retention Period and then (2) pay costs and expenses of the Holders and the Collateral Agent as described in clause (iv) of Section 7(a) and then (3) provided no Event of Default shall have occurred and be continuing, pay the remaining Retained Amount to the Company. (c) If an Event of Default shall have occurred and be continuing, after disbursing the Specified Funds in the Collateral Account pursuant to clauses (i) through (iv) of Section 7(a), the Lockbox Agent shall disburse the remaining Specified Funds to pay each Holder, on a pro rata basis, the amount of unpaid principal then due upon acceleration, if any, pursuant to Article IV of such Holder's Note(s); provided, however, that if the amount of such Specified Funds is insufficient to pay all amounts due to the Holders, then the amount paid to the Holders pursuant to this Section 7(c) shall be prorated among the Holders in proportion to the respective amounts due each Holder. (d) For each Deposit Date, after making the payments to the Holders required by Sections 7(b) and 7(c) and after the Company shall have paid the Holders any other amounts then due under the Notes, the Lockbox Agent shall pay to the Company all Specified Funds remaining in the Collateral Account. Funds received in the Collateral Account and interest received thereon after any Deposit Date shall be deemed new Specified Funds to be disbursed, three Business Days after the next Deposit Date to occur, in accordance with all of the provisions and priorities of this Section 7 before being paid to the Company.