TO BECOME A PARTY TO THIS AGREEMENT AS A GUARANTOR.
(E)
THIRD PARTY BENEFICIARY.
THE HOLDERS SHALL BE THIRD PARTY
BENEFICIARIES TO THE AGREEMENTS MADE HEREUNDER BETWEEN THE COMPANY AND THE
GUARANTOR(S), ON THE ONE HAND, AND THE INITIAL PURCHASERS, ON THE OTHER HAND,
AND SHALL HAVE THE RIGHT TO ENFORCE SUCH AGREEMENTS DIRECTLY TO THE EXTENT THEY
MAY DEEM SUCH ENFORCEMENT NECESSARY OR ADVISABLE TO PROTECT ITS RIGHTS OR THE
RIGHTS OF HOLDERS HEREUNDER.
(F)
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR OR
PERMITTED HEREUNDER SHALL BE MADE IN WRITING BY HAND-DELIVERY, TELECOPIER OR AIR
COURIER GUARANTEEING OVERNIGHT DELIVERY:
(I)
IF TO A HOLDER, AT THE ADDRESS SET FORTH ON THE RECORDS OF THE
REGISTRAR UNDER THE INDENTURE, WITH A COPY TO THE REGISTRAR UNDER THE INDENTURE;
AND
(II)
IF TO THE COMPANY OR THE GUARANTOR(S):
UbiquiTel Operating Company
One West Elm Street, Suite 400
Conshohocken, Pennsylvania 19428
Telecopier No.: (610) 832-1076
Attention: Patricia E. Knese, Vice President and General Counsel
With a copy to:
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Telecopier No.: (305) 961-5642
Attention: Andrew E. Balog, Esq.
All such notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; when receipt acknowledged,
if telecopied; and on the next Business Day, if timely delivered to an air
courier guaranteeing overnight delivery.
Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.
(G)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF EACH OF THE PARTIES,
INCLUDING WITHOUT LIMITATION AND WITHOUT THE NEED FOR AN EXPRESS ASSIGNMENT,
SUBSEQUENT HOLDERS; PROVIDED THAT NOTHING HEREIN SHALL BE DEEMED TO PERMIT ANY
ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF TRANSFER RESTRICTED SECURITIES IN
VIOLATION OF THE TERMS HEREOF OR OF THE PURCHASE AGREEMENT OR THE INDENTURE.
IF
ANY TRANSFEREE OF ANY HOLDER SHALL ACQUIRE TRANSFER RESTRICTED SECURITIES IN ANY
MANNER, WHETHER BY OPERATION OF LAW OR OTHERWISE, SUCH TRANSFER RESTRICTED
SECURITIES SHALL BE HELD SUBJECT TO ALL OF THE TERMS OF THIS AGREEMENT, AND BY
TAKING AND HOLDING SUCH TRANSFER RESTRICTED SECURITIES SUCH
19
PERSON SHALL BE CONCLUSIVELY DEEMED TO HAVE AGREED TO BE BOUND BY AND TO PERFORM
ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT, INCLUDING THE RESTRICTIONS ON
RESALE SET FORTH IN THIS AGREEMENT AND, IF APPLICABLE, THE PURCHASE AGREEMENT,
AND SUCH PERSON SHALL BE ENTITLED TO RECEIVE THE BENEFITS HEREOF.
(H)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH
WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
(I)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
(J)
GOVERNING LAW.