Common use of Without Consent of Holders of the Notes Clause in Contracts

Without Consent of Holders of the Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes the Company and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or a Subsidiary Guarantor's obligations to the Holders of the Notes in the case of a merger, or consolidation pursuant to Article 5 or Article 10 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Notes; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to allow any Subsidiary to Guarantee the Notes. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. Notwithstanding Section 9.02 9.2 of this Indenture, without the consent of any Holder of Notes the Company Holder, AirGate and the Trustee may amend or supplement this Indenture, the Notes Indenture or the Note GuaranteesNotes: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or a Subsidiary GuarantorAirGate's obligations to the Holders of the Notes in the case of a merger, or consolidation pursuant to Article 5 or Article 10 hereof, as applicablesale of all or substantially all of AirGate's assets; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Notes;Holder; or (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to allow any Subsidiary to Guarantee the Notes. Upon the written request of the Company AirGate accompanied by a resolution of its Board of Directors of the Company AirGate authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 9.6 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors AirGate in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes the Company Company, the Guaranteeing Subsidiaries and the Trustee may amend or supplement this Indenture, the Notes Subsidiary Guarantees or the Note GuaranteesNotes: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of 69 78 certificated Notes; (c) to provide for the assumption of the Company's or a Subsidiary GuarantorGuaranteeing Subsidiary's obligations to the Holders of the Notes in the case of a merger, transfer of assets or consolidation pursuant to Article 5 or Article 10 11 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the NotesNote; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or; (f) to allow any Guaranteeing Subsidiary to Guarantee guarantee the Notes. ; Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors Guaranteeing Subsidiaries in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes the Company and the Trustee may amend or supplement this Indenture, the Notes or the Note Subsidiary Guarantees: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or a Subsidiary Guarantor's obligations to the Holders of the Notes in the case of a merger, or consolidation pursuant to Article 5 or Article 10 11 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Notes;; or (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or. (f) to allow any Subsidiary to Guarantee the Notes. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and or the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes the Company and the Trustee may amend or supplement this Indenture, the Notes Indenture or the Note GuaranteesNotes: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or a Subsidiary Guarantor's obligations to the Holders of the Notes in the case of a merger, or consolidation pursuant to Article 5 or Article 10 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Notes;; or (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (f) TIA or to allow any Subsidiary to Guarantee guarantee the Notes. Upon the written request of the Company accompanied by a resolution of its Board of Directors of the Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of the Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes the Company NEHC and the Trustee may amend or supplement this Indenture, the Notes Indenture or the Note GuaranteesNotes: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or a Subsidiary GuarantorNEHC's obligations to the Holders of the Notes in the case of a merger, or consolidation pursuant to Article 5 or Article 10 hereof, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Notes;; or (e) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (f) to allow any Subsidiary to Guarantee the Notes. Upon the written request of the Company NEHC accompanied by a resolution of its Board of Directors of the Company NEHC authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors NEHC in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.. 58 68

Without Consent of Holders of the Notes. Notwithstanding Section 9.02 8.02 of this Indenture, without the consent of any Holder of Notes Notes, the Company and the Trustee or Collateral Agent, as applicable, may amend or supplement this Indenture, the Notes Security Agreement or the Note GuaranteesNotes: (ai) to cure any ambiguity, defect or inconsistencyinconsistency which, in the good faith opinion of the Board of Directors of the Company evidenced by a Board Resolution, exists; (bii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (ciii) to provide for the assumption of the Company's or a Subsidiary Guarantor's obligations to the Holders of the Notes in the case of a merger, or consolidation pursuant to comply with Article 5 or Article 10 hereof, as applicable; (div) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that or, in the good faith opinion of the Board of Directors of the Company, evidenced by a Board Resolution, does not materially adversely affect the legal rights hereunder of any Holder of the Notes; (ev) to comply with requirements of the Commission in order execute and deliver any documents necessary or appropriate to effect release Liens on any Collateral as permitted by Section 9.03 hereof; or maintain the qualification of this Indenture under the TIA; or (f) to allow any Subsidiary to Guarantee the Notes. Upon the written request of the Company accompanied by a resolution resolutions of its the Board of Directors or other governing body of the Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.