Common use of Authorization of Actions to Be Taken by the Trustee Under the Security Documents Clause in Contracts

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms of the Intercreditor Agreement and the provisions of Section 7.01 and 7.02 hereof, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Collateral Agent to take all actions the Trustee deems necessary or appropriate in order to: (1) enforce any of the terms of the Security Documents; and (2) collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder. Subject to the terms of the Intercreditor Agreement, the Trustee may institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of the Trustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms of the Intercreditor Agreement and the provisions of Section 7.01 and 7.02 hereof, the The Trustee may, in its sole discretion and without the consent of the Holders of Notes, directSecurityholders, on behalf of the Holders of NotesSecurityholders, the Collateral Agent to take all actions the Trustee it deems necessary or appropriate in order to: to (1a) enforce any of the terms of the Security Documents; and Documents and (2b) collect and receive any and all amounts payable in respect of the Obligations of the Company and the Guarantors hereunder. Subject The Trustee shall have the power to institute and to maintain such suits and proceedings (subject to the terms of the Intercreditor Agreement, the Trustee may institute and maintain such suits and proceedings ) as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests interest and the interests of the Holders of Notes Securityholders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes Securityholders or of the Trustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms of the Intercreditor Agreement and the provisions of Section Sections 7.01 and 7.02 hereof, the Trustee may, in its sole discretion shall and without the consent of the Holders of Senior Subordinated Notes, direct, on behalf of the Holders of Senior Subordinated Notes, the Collateral Agent Securities Intermediary to take all actions the Trustee it deems necessary or appropriate in order to: to (1a) enforce any of the terms of the Security Documents; and Documents and (2b) collect and receive any and all amounts payable in respect of the Obligations obligations of the Company hereunder. Subject The Trustee shall have power to the terms of the Intercreditor Agreement, the Trustee may institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of to the Trustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms provisions of the Intercreditor Agreement applicable Security Documents, (a) the Trustee and the provisions of Section 7.01 and 7.02 hereof, the Trustee Collateral Agent may, in its their sole discretion and without the consent of the Holders of Notes, direct, on behalf holders of the Holders of NotesSecurities, the Collateral Agent to take all actions the Trustee deems they deem necessary or appropriate in order to: to (1i) enforce any of the terms of the Security Documents; and Documents and (2ii) collect and receive any and all amounts payable in respect of the Obligations obligations of the Company hereunder. Subject to the terms of the Intercreditor Agreement, and (b) the Trustee may and the Collateral Agent shall have power to institute and to maintain such suits and proceedings as it they may deem expedient to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee and the Collateral Agent may deem expedient to preserve or protect its their interests and the interests of the Holders holders of Notes the Securities in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder thereunder or be prejudicial to the interests of the Holders of Notes or holders of the TrusteeSecurities, the Trustee or the Collateral Agent). Notwithstanding the foregoing, the Trustee may, at the expense of the Company, request the direction of the holders of the Securities with respect to any such actions and upon receipt of the written consent of the holders of the Securities of at least a majority in aggregate principal amount of the outstanding Securities, shall take such actions.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms provisions of the Intercreditor Agreement and the provisions of Section 7.01 and 7.02 hereofSecurity Documents, (a) the Trustee may, in its sole discretion and without the consent of the Holders of NotesHolders, direct, on behalf of the Holders of Notes, the Collateral Agent to take all actions the Trustee it deems necessary or appropriate in order to: to (1i) enforce any of the terms of the Security Documents; and Documents and (2ii) to collect and receive any and all amounts payable in respect of the Obligations obligations of the Company hereunder. Subject to the terms hereunder or of the Intercreditor Agreement, Subsidiaries of the Company under the relevant Subsidiary Guarantee and (b) the Trustee may shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder thereunder or be prejudicial to the interests of the Holders of Notes or of the Trustee).. 102 Draft - January 14, 2004 Exhibit C

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms of the Intercreditor Agreement and the provisions of Section Sections 7.01 and 7.02 hereof, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Collateral Agent Trustee or the Collateral Agent, as the case may be, to take all actions the Trustee it deems necessary or appropriate in order to: to (1a) enforce any of the terms of the Security Documents; and Documents and (2b) collect and receive any and all amounts payable in respect of the Obligations obligations of the Company and Guarantee hereunder. Subject The Trustee shall have power to the terms of the Intercreditor Agreement, the Trustee may institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Pledged Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Pledged Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of to the Trustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms of the Intercreditor Agreement and the provisions of Section 7.01 and 7.02 hereofhereof and the Intercreditor Agreement, the Trustee may, in its sole discretion and without the consent of the Holders of NotesHolders, direct, on behalf of the Holders of NotesHolders, the Collateral Agent to take all actions the Trustee it deems necessary or appropriate in order to: (1a) enforce any of the terms of the Security Documents; and (2b) collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder. Subject to the terms Section 3 of the Intercreditor Agreement, the Trustee may will have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of the Trustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms provisions of the Intercreditor Agreement and the provisions of Section 7.01 and 7.02 hereofSecurity Documents, the Trustee may, in its sole discretion and without the consent of the Holders (and shall, at the direction of Holders holding the requisite principal amount of Notes), direct, on behalf of the Holders of NotesHolders, the Collateral Agent to take all actions the Trustee it deems necessary or appropriate in order to: to (1a) enforce any of the terms of the Intercreditor Agreement and the Security Documents; and Documents and (2b) collect and receive any and all amounts payable in respect of the Obligations obligations of the Company AirGate hereunder. Subject The Trustee shall have the power to the terms of the Intercreditor Agreement, the Trustee may institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Intercreditor Agreement and the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of the Trustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms provisions of the Intercreditor Agreement Sections 7.01 and 7.12 and Article IX, the provisions of Section 7.01 the Security Documents and 7.02 hereofany applicable provisions of the TIA, the Trustee may, in its sole discretion and without the consent of the Holders of NotesSecurities, take, on behalf of the Holders of Securities, or direct, on behalf of the Holders of NotesSecurities, the Collateral Agent to take take, all actions the Trustee it deems necessary or appropriate in order to: to (1) enforce any of the terms of the Security Documents; and Documents and (2) collect and receive any and all amounts payable in respect of the Obligations obligations of the Company hereunder. Subject to the terms provisions of the Intercreditor AgreementSecurity Documents, the Trustee may shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of to the Trustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms of the Intercreditor Agreement and the provisions of Section 7.01 5.1 and 7.02 5.2 hereof, the Trustee mayshall, in its sole discretion and without the consent of the Holders of NotesSecurities, direct, on behalf of the Holders of NotesSecurities, the Collateral Agent Trustee to take all actions the Trustee it deems necessary or appropriate in order to: to (1a) enforce any of the terms of the Security Documents; and Documents and (2b) collect collect, receive and receive distribute any and all amounts payable in respect of the Obligations obligations of the Company Issuer hereunder. Subject The Trustee and the Collateral Trustee shall have power to the terms of the Intercreditor Agreement, the Trustee may institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes Securities in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes Securities or of the Trustee or the Collateral Trustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms of the Intercreditor Agreement and the provisions of Section 7.01 and 7.02 hereofhereof and an Intercreditor Agreement, the Trustee may, in its sole discretion and without the consent of the Holders of NotesHolders, direct, on behalf of the Holders of NotesHolders, the Collateral Agent to to, take all actions the Trustee it deems necessary or appropriate in order to: (1) enforce any of the terms of the Security Documents; and (2) collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder. Subject to the terms of the an Intercreditor Agreement, the Trustee may will have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of the Trustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms of the Intercreditor Agreement and the provisions of Section 7.01 SECTIONS 6.01 and 7.02 6.02 hereof, the Trustee may, in its sole discretion and without the consent of the Holders Holders, and may direct, in its sole discretion and without the consent of Notes, directthe Holders, on behalf of the Holders of NotesHolders, the Collateral Agent to Agents to, take all actions the Trustee it deems necessary or appropriate in order to: (1a) enforce any of the terms of the Security Documents; and (2b) collect and receive any and all amounts payable in respect of the Obligations obligations of the Company or the Guarantors hereunder. Subject to the terms of provisions hereof and the Intercreditor AgreementSecurity Documents, the Trustee may will have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of the Trustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms provisions of the Intercreditor Agreement this Indenture and the provisions of Section 7.01 and 7.02 hereofSecurity Documents, (a) the Trustee maymay but is not obligated to, in its sole discretion and without the consent of the Holders of NotesNoteholders, direct, on behalf of the Holders of Notes, the Collateral Agent to take all actions the Trustee as it deems necessary or appropriate in order to: to (1i) enforce any of the terms of the Security Secured Note Loan Documents; and (2ii) collect and receive any and all amounts payable in respect of the Obligations of the Company hereunder. Subject to the terms of the Intercreditor AgreementCorporation, each Restricted Subsidiary and each Unrestricted Subsidiary, as applicable, hereunder or (iii) deliver waivers, releases, estoppel letters or similar instruments in connection with any Permitted Liens; and (b) the Trustee may will have power to institute and to maintain such suits and proceedings Proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts act that may be unlawful or in violation of the Security Secured Note Loan Documents or this Indenture, and such suits and proceedings Proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes Noteholders in the Collateral (including the power to institute and maintain suits or proceedings Proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder Liens thereunder or be prejudicial to the interests of the Holders of Notes Noteholders or of the Trustee). No duty beyond that of a reasonably prudent corporate trustee will rest upon the Trustee in taking any such action or instituting and maintaining any such Proceedings pursuant to this Section 9.09.

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms provisions of the Intercreditor Agreement Security Documents to which it is a party and the provisions of Section 7.01 and 7.02 hereofIntercreditor Agreement, the Trustee maymay (but shall not be required to), in its sole discretion and without the consent of the Holders of Notes, directHolders, on behalf of the Holders of NotesHolders, the Collateral Agent to take all actions the Trustee it deems necessary or appropriate in order to: to (1a) enforce any of the terms of the Security Documents; and Documents and (2b) collect and receive any and all amounts payable in respect of the Obligations of the Company and the Subsidiary Guarantors hereunder. Subject The Trustee shall have the power to the terms of the Intercreditor Agreement, the Trustee may institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests interest and the interests of the Holders of Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of the Trustee).

Authorization of Actions to Be Taken by the Trustee Under the Security Documents. Subject to the terms of the Intercreditor Agreement and the provisions of Section Sections 7.01 and 7.02 hereof, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Collateral Agent Trustee or the Collateral Agent, as the case may be, to take all actions the Trustee it deems necessary or appropriate in order to: to (1a) enforce any of the terms of the Security Documents; and Documents and (2b) collect and receive any and all amounts payable in respect of the Obligations obligations of the Company hereunder. Subject The Trustee shall have power to the terms of the Intercreditor Agreement, the Trustee may institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders of Notes or of to the Trustee).