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 Xxxxx, XXX III and XXX XX 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 Xxxx, 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 XXX XX, in the event that no Affiliated Cash Equity Investor (defined below) of such Defaulting Cash Equity Investor has cured PEI III and XXX XX 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.

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.