Common use of Separate Undertaking Clause in Contracts

Separate Undertaking. Without limiting the generality of any of the foregoing provisions of this Agreement, TASL irrevocably waives, to the full extent permitted by applicable law and for the benefit of, and as a separate undertaking with, the Lender, any defense to the performance of this Agreement which may be available to TASL as a consequence of this Agreement being rejected or otherwise not assumed by the Borrower or any trustee or other similar official for the Borrower or for any substantial part of the property of the Borrower, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding seeking to adjudicate the Borrower a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, protection, relief or composition of the Borrower or the debts of the Borrower under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so rejected or otherwise not assumed, or so terminated or modified, TASL agrees for the benefit of, and as a separate undertaking with, the Lender, that it will be unconditionally liable to pay to the Lender an amount equal to each payment which would otherwise be payable by TASL under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Lender, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied under the Note.

Separate Undertaking. Without limiting the generality of any -------------------- of the foregoing provisions of this Agreement, TASL each of Omnipoint and D&E irrevocably waives, to the full extent permitted by applicable law and for the benefit of, and as a separate undertaking with, the LenderLenders and the Administrative Agent, any defense to the performance of this Agreement which may be available to TASL either of Omnipoint or D&E or both as a consequence of this Agreement being rejected or otherwise not assumed by the Borrower or any trustee or other similar official for the Borrower or for any substantial part of the property of the Borrower, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding seeking to adjudicate the Borrower a bankrupt or insolvent insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of the Borrower or the debts of the Borrower under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so rejected or otherwise not assumed, or so terminated or modified, TASL agrees each of Omnipoint and D&E promises for the benefit of, and as a separate undertaking with, the LenderLenders and the Administrative Agent, that it will be unconditionally liable unconditionally, jointly and severally, to pay to the Lender Administrative Agent an amount equal to each payment which would otherwise be payable by TASL Omnipoint or D&E under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the LenderAdministrative Agent, at its account specified in the Loan Agreement for the payment of amounts owing by the Borrower thereunder (or otherwise in accordance with the instructions of the Administrative Agent), as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied under Section 2.07 of the Note.Loan Agreement. ------------

Separate Undertaking. Without limiting the generality of any of the foregoing provisions of this Agreement, TASL the Sponsor irrevocably waives, to the full extent permitted by applicable law and for the benefit of, and as a separate undertaking with, the LenderLenders and the Administrative Agent, any defense to the performance of this Agreement which may be available to TASL the Sponsor as a consequence of this Agreement being rejected or otherwise not assumed by the Borrower Company or any trustee or other similar official for the Borrower Company or for any substantial part of the property of the BorrowerCompany, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding seeking to adjudicate the Borrower Company a bankrupt or insolvent insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of the Borrower Company or the debts of the Borrower Company under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so rejected or otherwise not assumed, or so terminated or modified, TASL the Sponsor agrees for the benefit of, and as a separate undertaking with, the Lender, Lenders and the Administrative Agent that it will be unconditionally liable to pay to the Lender Administrative Agent an amount equal to each payment which would otherwise be payable by TASL the Sponsor under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the LenderAdministrative Agent, at its office specified in Section 2.13 of the Credit Agreement or otherwise in accordance with the instructions of the Administrative Agent, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied under Section 2.13 of the NoteCredit Agreement.

Separate Undertaking. Without limiting the generality of any -------------------- of the foregoing provisions of this Agreement, TASL each of Omnipoint and D&E irrevocably waives, to the full extent permitted by applicable law and for the benefit of, and as a separate undertaking with, the LenderLenders and the Administrative Agent, any defense to the performance of this Agreement which may be available to TASL either of Omnipoint or D&E or both as a consequence of this Agreement being rejected or otherwise not assumed by the Borrower or any trustee or other similar official for the Borrower or for any substantial part of the property of the Borrower, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding seeking to adjudicate the Borrower a bankrupt or insolvent insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of the Borrower or the debts of the Borrower under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so rejected or otherwise not assumed, or so terminated or modified, TASL agrees each of Omnipoint and D&E promises for the benefit of, and as a separate undertaking with, the LenderLenders and the Administrative Agent, that it will be unconditionally liable unconditionally, jointly and severally, to pay to the Lender Administrative Agent an amount equal to each payment which would otherwise be payable by TASL Omnipoint or D&E under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the LenderAdministrative Agent, at its account specified in the Loan Agreement for the payment of amounts owing by the Borrower thereunder (or otherwise in accordance with the instructions of the Administrative Agent), as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would This amendment is the correct Quarterly Report for the Company's fiscal quarter ended September 30, 1998 and it replaces an earlier draft which the Company's filing agent filed with the Securities and Exchange Commission by mistake. otherwise be applied under Section 2.07 of the Note.Loan Agreement. ------------

Separate Undertaking. Without limiting the generality of any of the foregoing provisions of this Agreement, TASL each Shareholder irrevocably waives, to the full extent permitted by applicable law and for the benefit of, and as a separate undertaking with, the Lender, any defense to the performance of this Agreement which may be available to TASL a Shareholder as a consequence of this Agreement being rejected or otherwise not assumed by the Borrower or any trustee or other similar official for the Borrower or for any substantial part of the property of the Borrower, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding seeking to adjudicate the Borrower a bankrupt or insolvent insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of the Borrower or the debts of the Borrower under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If a Shareholder is prevented from performing its Obligations under this Agreement to or for the benefit of the Borrower because this Agreement shall be so rejected or otherwise not assumed, or so terminated or modified, TASL each Shareholder agrees for the benefit of, and as a separate undertaking with, the Lender, Lender that it will be unconditionally liable to pay to the Lender an amount equal to each payment which would otherwise be payable by TASL a Shareholder under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Lender, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied under the Note.

Separate Undertaking. Without limiting the generality of any of the foregoing provisions of this Agreement, TASL the Shareholder irrevocably waives, to the full extent permitted by applicable law and for the benefit of, and as a separate undertaking with, the Lender, any defense to the performance of this Agreement which may be available to TASL the Shareholder as a consequence of this Agreement being rejected or otherwise not assumed by the Borrower or any trustee or other similar official for the Borrower or for any substantial part of the property of the Borrower, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding seeking to adjudicate the Borrower a bankrupt or insolvent insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of the Borrower or the debts of the Borrower under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If the Shareholder is prevented from performing its Obligations under this Agreement to or for the benefit of the Borrower because this Agreement shall be so rejected or otherwise not assumed, or so terminated or modified, TASL the Shareholder agrees for the benefit of, and as a separate undertaking with, the Lender, Lender that it will be unconditionally liable to pay to the Lender an amount equal to each payment which would otherwise be payable by TASL the Shareholder under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Lender, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied under the Note.