Common use of Amendments to Form Consent and Agreement Clause in Contracts

Amendments to Form Consent and Agreement. If Sprint PCS modifies or amends the form of Consent and Agreement it enters into with another lender in connection with a loan to an Other Manager that is syndicated or intended to be syndicated (i.e., a loan sold or participated, or intended to be sold or participated, in whole or in part to at least three financial institutions or investment funds) and where the pops in the Service Area of the Other Manager exceed 5 million, then Sprint PCS agrees to give the Administrative Agent the right to so amend this Consent and Agreement, subject to the provisions of clauses (a), (b) and (c) below. Sprint PCS agrees to give the Administrative Agent written notice of such modifications and amendments and, at the request of Administrative Agent, to amend this Consent and Agreement in the same manner; provided, that: (a) Sprint PCS will not modify this Consent and Agreement to incorporate changes made for the benefit of a lender because of circumstances related to a particular Other Manager, subject to the limitations set forth below; (b) the Administrative Agent must agree to make all (or none) of the changes made for the other lender and the Other Manager, unless Sprint PCS agrees to allow the Administrative Agent to make only some of the changes; and (c) if such amendment to this Consent and Agreement could reasonably be expected to be materially adverse to Borrower or Affiliate, such amendment shall not be made without the prior written consent of Borrower and Affiliate (although the Borrower's and Affiliate's withholding of such consent will result in none of the changes being made to this Consent and Agreement because of the requirements of clause (b) above). For purposes of subsection (a) in the preceding paragraph, Sprint PCS will not deem the following changes to be made because of circumstances related to a particular Other Manager: (i) any form of recourse to Sprint PCS or other similar form of credit enhancement; (ii) any change in Sprint PCS's right to purchase Operating Assets or Obligations; (iii) any change in the Affiliate's, Administrative Agent's or Lenders' right to sell the Collateral or purchase the Disaggregated License (including, without limitation, any rights of first refusal and the purchase price of the Disaggregated License); (iv) any change in the ownership status, terms of usage or amount of Disaggregated License utilized by Affiliate; (v) any material change in the flow of revenues between Sprint Spectrum and Affiliate excluding changes related to the pricing of direct or indirect fees, but including any subordination of direct or indirect fees or other amounts or costs due under the Sprint Agreements or hereunder to Sprint PCS; (vi) any change to obligations required to be assumed by, or qualifications for, any Interim or Successor Manager, including changes in the time period or terms under which Sprint PCS agrees to remain as Interim Manager; (vii) any changes in confidentiality, non-compete or Eligible Assignee language, including changes to Schedule 13; (viii) any clarifications of FCC compliance issues; (ix) the issuance of legal opinions; (x) any change in the circumstances under, or procedures by which, an Interim Manager or Successor Manager is appointed; or (xi) any change to this Section 25. [The remainder of this page is intentionally left blank.]

Amendments to Form Consent and Agreement. As of the date this Consent and Agreement is executed, it contains provisions substantially similar to the provisions of every other executed Consent and Agreement entered into by Sprint Spectrum with creditors of Other Managers. If Sprint PCS Spectrum modifies or amends the form of Consent and Agreement it enters into with another lender in connection with a loan to an Other Manager that is syndicated or intended to be syndicated (i.e., a loan sold or participated, or intended to be sold or participated, in whole or in part to at least three financial institutions or investment funds) and where the pops in the Service Area of the Other Manager exceed 5 millionlender, then Sprint PCS agrees to give the Administrative Agent the right to so amend this Consent and Agreement, subject to the provisions of clauses (a), (b) and (c) below. Sprint PCS Spectrum agrees to give the Administrative Agent written notice of such modifications and amendments and, at the request of Administrative Agent, to amend this Consent and Agreement in the same manner; provided, that: (a) Sprint PCS Spectrum will not modify this Consent and Agreement to incorporate changes made for the benefit of a lender because of circumstances related to a particular Other Manager, subject to the limitations set forth below; (b) the Administrative Agent must agree to make all (or none) of the changes made for the other lender and the Other Manager, unless Sprint PCS Spectrum agrees to allow the Administrative Agent to make only some of the changes; and (c) if such amendment Sprint Spectrum is only required to make changes to this Consent and Agreement could reasonably be expected based on changes made to the form of Consent and Agreement executed in connection with loans to Other Managers that are syndicated or intended to be materially adverse syndicated (i.e., loans sold or participated, or intended to Borrower be sold or Affiliateparticipated, such amendment shall not be made without in whole or in part to at least three financial institutions or investment funds) (a "Syndication Consent") until the prior written consent of Borrower later to occur of: (i) five Syndication Consents are executed, and Affiliate (although ii) loans to Other Managers are syndicated where the Borrower's and Affiliate's withholding pops in the Service Areas of such consent will result Other Managers, in none the aggregate, exceed 10 million; provided, however, that in the event any Syndicated Consent executed after such later date relates to a transaction where the pops in the Service Area of the changes being made Other Manager exceed 5 million, Sprint Spectrum agrees to give the Administrative Agent the right to so amend this Consent and Agreement because Agreement, subject to the provisions of the requirements of clause clauses (a) and (b) above). For purposes of subsection (a) in the preceding paragraph, Sprint PCS Spectrum will not deem the following changes to be made because of circumstances related to a particular Other Manager: (i) any form of recourse to Sprint PCS Spectrum or other similar form of credit enhancement; (ii) any change in Sprint PCSSpectrum's right to purchase Operating Assets or Obligations; (iii) any change in the Affiliate's, Administrative Agent's or Lenders' right to sell the Collateral or purchase the Disaggregated License (including, without limitation, any rights of first refusal and the purchase price of the Disaggregated License); (iv) any change in the ownership status, terms of usage or amount of Disaggregated License utilized by Affiliate; (v) any material change in the flow of revenues between Sprint Spectrum and Affiliate excluding changes related to the pricing of direct or indirect fees, but including any subordination of direct or indirect fees or other amounts or costs due under the Sprint Agreements or hereunder to Sprint PCSSpectrum; (vi) any change to obligations required to be assumed by, or qualifications for, any Interim or Successor Manager, including changes in the time period or terms under which Sprint PCS Spectrum agrees to remain as Interim Manager; (vii) any changes in confidentiality, non-compete or Eligible Assignee language, including changes to Schedule 13; (viii) any clarifications of FCC compliance issues; (ix) the issuance of legal opinions; (x) any change in the circumstances under, or procedures by which, an Interim Manager or Successor Manager is appointed; or (xi) any change to this Section 25. [The remainder of this page is intentionally left blank24.]

Amendments to Form Consent and Agreement. If Sprint PCS modifies or amends the form of Consent and Agreement it enters into with another lender in connection with a loan to an Other Manager that is syndicated or intended to be syndicated (i.e., a loan sold or participated, or intended to be sold or participated, in whole or in part to at least three financial institutions or investment funds) and where the pops in the Service Area of the Other Manager exceed 5 million, then Sprint PCS agrees to give the Administrative Agent the right to so amend this Consent and Agreement, subject to the provisions of clauses (a), (b) and (c) below. Sprint PCS agrees to give the Administrative Agent written notice of such modifications and amendments and, at the request of Administrative Agent, to amend this Consent and Agreement in the same manner; provided, that: (a) Sprint PCS will not modify this Consent and Agreement to incorporate changes made for the benefit of a lender because of circumstances related to a particular Other Manager, subject to the limitations set forth below; (b) the Administrative Agent must agree to make all (or none) of the changes made for the other lender and the Other Manager, unless Sprint PCS agrees to allow the Administrative Agent to make only some of the changes; and (c) if such amendment to this Consent and Agreement could reasonably be expected to be materially adverse to Borrower or an Affiliate, such amendment shall not be made without the prior written consent of Borrower and Affiliate all affected Affiliates (although the Borrower's and Affiliate's withholding of such consent by Borrower or an Affiliate will result in none of the changes being made to this Consent and Agreement because of the requirements of clause (b) above). For purposes of subsection (a) in the preceding paragraph, Sprint PCS will not deem the following changes to be made because of circumstances related to a particular Other Manager: (i) any form of recourse to Sprint PCS or other similar form of credit enhancement; (ii) any change in Sprint PCS's right to purchase Operating Assets or Obligations; (iii) any change in the an Affiliate's, Administrative Agent's or Lenders' right to sell the Collateral or purchase the Disaggregated License (including, without limitation, any rights of first refusal and the purchase price of the Disaggregated License); (iv) any change in the ownership status, terms of usage or amount of Disaggregated License utilized by an Affiliate; (v) any material change in the flow of revenues between Sprint Spectrum and an Affiliate excluding changes related to the pricing of direct or indirect fees, but including any subordination of direct or indirect fees or other amounts or costs due under the Sprint Agreements or hereunder to Sprint PCS; (vi) any change to obligations required to be assumed by, or qualifications for, any Interim or Successor Manager, including changes in the time period or terms under which Sprint PCS agrees to remain as Interim Manager; (vii) any changes in confidentiality, non-compete or Eligible Assignee language, including changes to Schedule 13; (viii) any clarifications of FCC compliance issues; (ix) the issuance of legal opinions; (x) any change in the circumstances under, or procedures by which, an Interim Manager or Successor Manager is appointed; or (xi) any change to this Section 25. [The remainder of this page is intentionally left blank.]

Amendments to Form Consent and Agreement. If Sprint PCS ---------------------------------------- modifies or amends the form of Consent and Agreement it enters into with another lender in connection with a loan to an Other Manager that is syndicated or intended to be syndicated (i.e., a loan sold or participated, or intended to be sold or participated, in whole or in part to at least three financial institutions or investment funds) and where the pops in the Service Area of the Other Manager exceed 5 millionlender, then Sprint PCS agrees to give the Administrative Agent the right to so amend this Consent and Agreement, subject to the provisions of clauses (a), (b) and (c) below. Sprint PCS agrees to give the Administrative Agent written notice of such modifications and amendments and, at the request of Administrative Agent, to amend this Consent and Agreement in the same manner; provided, that: -------- (a) Sprint PCS will not modify this Consent and Agreement to incorporate changes made for the benefit of a lender because of circumstances related to a particular Other Manager, subject to the limitations set forth below; (b) the Administrative Agent must agree to make all (or none) of the changes made for the other lender and the Other Manager, unless Sprint PCS agrees to allow the Administrative Agent to make only some of the changes; and (c) if such amendment Sprint PCS is only required to make changes to this Consent and Agreement could reasonably be expected based on changes made to the form of Consent and Agreement executed in connection with loans to Other Managers that are syndicated or intended to be materially adverse syndicated (i.e., loans sold or participated, or intended to Borrower be sold or Affiliateparticipated, such amendment shall not be made without in whole or in part to at least three financial institutions or investment funds) (a "Syndication Consent") until the prior written consent of Borrower later to occur of: (i) five Syndication -------------------- Consents are executed, and Affiliate (although ii) loans to Other Managers are syndicated where the Borrower's and Affiliate's withholding pops in the Service Areas of such consent will result Other Managers, in none the aggregate, exceed 10 million; provided, however, that in the event any Syndicated Consent executed ----------------- after such later date relates to a transaction where the pops in the Service Area of the changes being made Other Manager exceed 5 million, Sprint PCS agrees to give the Administrative Agent the right to so amend this Consent and Agreement because Agreement, subject to the provisions of the requirements of clause clauses (a) and (b) above). For purposes of subsection (a) in the preceding paragraph, Sprint PCS will not deem the following changes to be made because of circumstances related to a particular Other Manager: (i) any form of recourse to Sprint PCS or other similar form of credit enhancement; (ii) any change in Sprint PCS's right to purchase Operating Assets Assets, the Pledged Equity or Obligations; (iii) any change in the Affiliatean affiliate's, Administrative Agentadministrative agent's or Lenderslenders' right to sell the Collateral collateral or purchase the Disaggregated License (including, without limitation, any rights of first refusal and the purchase price of the Disaggregated License); (iv) any change in the ownership status, terms of usage or amount of Disaggregated License utilized by Affiliatean affiliate; (v) any material change in the flow of revenues between Sprint Spectrum and Affiliate an affiliate excluding changes related to the pricing of direct or indirect fees, but including any subordination of direct or indirect fees or other amounts or costs due under the Sprint Agreements or hereunder to Sprint PCS; (vi) any change to obligations required to be assumed by, or qualifications for, any Interim or Successor Manager, including changes in the time period or terms under which Sprint PCS agrees to remain as Interim Manager; (vii) any changes in confidentiality, non-non- compete or Eligible Assignee language, including changes to Schedule 13; (viii) any clarifications of FCC compliance issues; (ix) the issuance of legal opinions; (x) any change in the circumstances under, or procedures by which, an Interim Manager or Successor Manager is appointed; or (xi) any change to this Section 25. [The remainder of this page is intentionally left blank24.]

Amendments to Form Consent and Agreement. If Sprint PCS Spectrum modifies or amends the form of Consent and Agreement it enters into with another lender in connection with a loan to an Other Manager that is syndicated or intended to be syndicated (i.e., a loan sold or participated, or intended to be sold or participated, in whole or in part to at least three financial institutions or investment funds) and where the pops in the Service Area of the Other Manager exceed 5 million, then Sprint PCS Spectrum agrees to give the Administrative Agent the right to so amend this Consent and Agreement, subject to the provisions of clauses (a), (b) and (c) below. Sprint PCS Spectrum agrees to give the Administrative Agent written notice of such modifications and amendments and, at the request of Administrative Agent, to amend this Consent and Agreement in the same manner; provided, that: (a) Sprint PCS Spectrum will not modify this Consent and Agreement to incorporate changes made for the benefit of a lender because of circumstances related to a particular Other Manager, subject to the limitations set forth below; (b) the Administrative Agent must agree to make all (or none) of the changes made for the other lender and the Other Manager, unless Sprint PCS Spectrum agrees to allow the Administrative Agent to make only some of the changes; and (c) if such amendment to this Consent and Agreement could reasonably be expected to be materially adverse to Borrower or Affiliate, such amendment shall not be made without the prior written consent of Borrower and Affiliate (although the Borrower's and Affiliate's withholding of such consent will result in none of the changes being made to this Consent and Agreement because of the requirements of clause (b) above). For purposes of subsection (a) in the preceding paragraph, Sprint PCS Spectrum will not deem the following changes to be made because of circumstances related to a particular Other Manager: (i) any form of recourse to Sprint PCS Spectrum or other similar form of credit enhancement; (ii) any change in Sprint PCSSpectrum's right to purchase Operating Assets or Obligations; (iii) any change in the Affiliate's, Administrative Agent's or Lenders' right to sell the Collateral or purchase the Disaggregated License (including, without limitation, any rights of first refusal and the purchase price of the Disaggregated License); (iv) any change in the ownership status, terms of usage or amount of Disaggregated License utilized by Affiliate; (v) any material change in the flow of revenues between Sprint Spectrum and Affiliate excluding changes related to the pricing of direct or indirect fees, but including any subordination of direct or indirect fees or other amounts or costs due under the Sprint Agreements or hereunder to Sprint PCSSpectrum; (vi) any change to obligations required to be assumed by, or qualifications for, any Interim or Successor Manager, including changes in the time period or terms under which Sprint PCS Spectrum agrees to remain as Interim Manager; (vii) any changes in confidentiality, non-compete or Eligible Assignee language, including changes to Schedule 13; (viii) any clarifications of FCC compliance issues; (ix) the issuance of legal opinions; (x) any change in the circumstances under, or procedures by which, an Interim Manager or Successor Manager is appointed; or (xi) any change to this Section 25. [The remainder of this page is intentionally left blank.]

Amendments to Form Consent and Agreement. If Sprint PCS modifies or amends the form of Consent and Agreement it enters into with another lender in connection with a loan to an Other Manager that is syndicated or intended to be syndicated (i.e., a loan sold or participated, or intended to be sold or participated, in whole or in part to at least three financial institutions or investment funds) and where the pops in the Service Area of the Other Manager exceed 5 million, then Sprint PCS agrees to give the Administrative Agent the right to so amend this Consent and Agreement, subject to the provisions of clauses (a), (b) and (c) below. Sprint PCS agrees to give the Administrative Agent written notice of such modifications and amendments and, at the request of Administrative Agent, to amend this Consent and Agreement in the same manner; provided, that: (a) Sprint PCS will not modify this Consent and Agreement to incorporate changes made for the benefit of a lender because of circumstances related to a particular Other Manager, subject to the limitations set forth below; (b) the Administrative Agent must agree to make all (or none) of the changes made for the other lender and the Other Manager, unless Sprint PCS agrees to allow the Administrative Agent to make only some of the changes; and (c) if such amendment to this Consent and Agreement could reasonably be expected to be materially adverse to Borrower or an Affiliate, such amendment shall not be made without the prior written consent of Borrower and Affiliate all affected Affiliates (although the Borrower's and Affiliate's withholding of such consent by Borrower or an Affiliate will result in none of the changes being made to this Consent and Agreement because of the requirements of clause (b) above). For purposes of subsection (a) in the preceding paragraph, Sprint PCS will not deem the following changes to be made because of circumstances related to a particular Other Manager: (i) any form of recourse to Sprint PCS or other similar form of credit enhancement; (ii) any change in Sprint PCS's right to purchase Operating Assets or Obligations; (iii) any change in the an Affiliate's, Administrative Agent's or Lenders' right to sell the Collateral or purchase the Disaggregated License (including, without limitation, any rights of first refusal and the purchase price of the Disaggregated License); (iv) any change in the ownership status, terms of usage or amount of Disaggregated License utilized by an Affiliate; (v) any material change in the flow of revenues between Sprint Spectrum and an Affiliate excluding changes related to the pricing of direct or indirect fees, but including any subordination of direct or indirect fees or other amounts or costs due under the Sprint Agreements or hereunder to Sprint PCS; (vi) any change to obligations required to be assumed by, or qualifications for, any Interim or Successor Manager, including changes in the time period or terms under which Sprint PCS agrees to remain as Interim Manager; (vii) any changes in confidentiality, non-compete or Eligible Assignee language, including changes to Schedule 13; (viii) any clarifications of FCC compliance issues; (ix) the issuance of legal opinions; (x) any change in the circumstances under, or procedures by which, an Interim Manager or Successor Manager is appointed; or (xi) any change to this Section 25. [The remainder of this page is intentionally left blank.]

Amendments to Form Consent and Agreement. As of the date this Consent and Agreement is executed, it contains provisions substantially similar to the provisions of every other executed Consent and Agreement. If Sprint PCS modifies or amends the form of Consent and Agreement it enters into with another lender in connection with a loan to an Other Manager that is syndicated or intended to be syndicated (i.e., a loan sold or participated, or intended to be sold or participated, in whole or in part to at least three financial institutions or investment funds) and where the pops in the Service Area of the Other Manager exceed 5 millionlender, then Sprint PCS agrees to give the Administrative Agent the right to so amend this Consent and Agreement, subject to the provisions of clauses (a), (b) and (c) below. Sprint PCS agrees to give the Administrative Agent written notice of such modifications and amendments and, at the request of Administrative Agent, and to amend this Consent and Agreement in the same manner; provided, that: (a) Sprint PCS will not modify this Consent and Agreement to incorporate changes made for the benefit of a lender because of circumstances related to a particular Other Manager, subject to the limitations set forth below; (b) the Administrative Agent must agree to make all (or none) of the changes made for the other lender and the Other Manager, unless Sprint PCS agrees to allow the Administrative Agent to make only some of the changes; and (c) if such amendment to this Consent and Agreement could reasonably be expected to be materially adverse to Borrower or Affiliate, such amendment shall not be made without the prior written consent of Borrower and Affiliate (although the Borrower's and Affiliate's withholding of such consent will result in none of the changes being made to this Consent and Agreement because of the requirements requirement of clause (b) above); and (d) Sprint PCS is only required to make changes to this Consent and Agreement based on changes made to the form of Consent and Agreement executed in connection with loans to Other Managers that are syndicated or intended to be syndicated (i.e., loans sold or participated, or intended to be sold or participated, in whole or in part to at least three financial institutions or investment funds) (a "Syndication Consent") until the later to occur of: (i) five Syndication Consents are executed, and (ii) loans to Other Managers are syndicated where the pops in the Service Areas of such Other Managers, in the aggregate, exceed 10 million; provided, however, that in the event any Syndicated Consent executed after such later date relates to a transaction where the pops in the Service Area of the Other Manager exceed 5 million, Sprint PCS agrees to give the Administrative Agent the right to amend this Consent and Agreement in the same manner as described above in clauses (a) and (b). For purposes of subsection (a) in the preceding paragraph, Sprint PCS will not deem the following changes to be made because of circumstances related to a particular Other Manager: (i) any form of recourse to Sprint PCS or other similar form of credit enhancement; (ii) any change in Sprint PCS's right to purchase Operating Assets or Obligations; (iii) any change in the Affiliate's, Administrative Agent's or Lenders' right to sell the Collateral or purchase the Disaggregated License (including, without limitation, any rights of first refusal and the purchase price of the Disaggregated License); (iv) any change in the ownership status, terms of usage or amount of Disaggregated License utilized by Affiliate; (v) any material change in the flow of revenues between Sprint Spectrum and Affiliate excluding changes related to the pricing of direct or indirect fees, but including any subordination of direct or indirect fees or other amounts or costs due under the Sprint Agreements or hereunder to Sprint PCS; (vi) any change to obligations required to be assumed by, or qualifications for, any Interim or Successor Manager, including changes in the time period or terms under which Sprint PCS agrees to remain as Interim Manager; (vii) any changes in confidentiality, non-compete or Eligible Assignee language, including changes to Schedule 13; (viii) any clarifications of FCC compliance issues; (ix) the issuance of legal opinions; (x) any change in the circumstances under, or procedures by which, an Interim Manager or Successor Manager is appointed; or (xi) any change to this Section 25. [The remainder of this page is intentionally left blank.]

Amendments to Form Consent and Agreement. If Sprint PCS modifies or amends the form of Consent and Agreement it enters into with another lender in connection with a loan to an Other Manager that is syndicated or intended to be syndicated (i.e., a loan sold or participated, or intended to be sold or participated, in whole or in part to at least three financial institutions or investment funds) and where the pops in the Service Area of the Other Manager exceed 5 million, then Sprint PCS agrees to give the Administrative Agent the right to so amend this Consent and Agreement, subject to the provisions of clauses (a), (b) and (c) below. Sprint PCS agrees to give the Administrative Agent written notice of such modifications and amendments and, at the request of Administrative Agent, to amend this Consent and Agreement in the same manner; provided, that: (a) Sprint PCS will not modify this Consent and Agreement to incorporate changes made for the benefit of a lender because of circumstances related to a particular Other Manager, subject to the limitations set forth below; (b) the Administrative Agent must agree to make all (or none) of the changes made for the other lender and the Other Manager, unless Sprint PCS agrees to allow the Administrative Agent to make only some of the changes; and (c) if such amendment Sprint PCS is only required to make changes to this Consent and Agreement could reasonably be expected to be materially adverse to Borrower or Affiliate, such amendment shall not be made without the prior written consent of Borrower and Affiliate (although the Borrower's and Affiliate's withholding of such consent will result in none of the based on changes being made to this the form of Consent and Agreement because of the requirements of clause executed in connection with loans to Other Managers that are syndicated or intended to be syndicated (b) abovei.e., loans sold or participated, or intended to be sold or participated, in whole or in part to at least three financial institutions or investment funds). For purposes of subsection (a) in the preceding paragraph, Sprint PCS will not deem the following changes to be made because of circumstances related to a particular Other Manager: (i) any form of recourse to Sprint PCS or other similar form of credit enhancement; (ii) any change in Sprint PCS's right to purchase Operating Assets Assets, the Pledged Equity or Obligations; (iii) any change in the Affiliatean affiliate's, Administrative Agentadministrative agent's or Lenderslenders' right to sell the Collateral collateral or purchase the Disaggregated License (including, without limitation, any rights of first refusal and the purchase price of the Disaggregated License); (iv) any change in the ownership status, terms of usage or amount of Disaggregated License utilized by Affiliatean affiliate; (v) any material change in the flow of revenues between Sprint Spectrum and Affiliate an affiliate excluding changes related to the pricing of direct or indirect fees, but including any subordination of direct or indirect fees or other amounts or costs due under the Sprint Agreements or hereunder to Sprint PCS; (vi) any change to obligations required to be assumed by, or qualifications for, any Interim or Successor Manager, including changes in the time period or terms under which Sprint PCS agrees to remain as Interim Manager; (vii) any changes in confidentiality, non-compete or Eligible Assignee language, including changes to Schedule 13; (viii) any clarifications of FCC compliance issues; (ix) the issuance of legal opinions; (x) any change in the circumstances under, or procedures by which, an Interim Manager or Successor Manager is appointed; or (xi) any change to this Section 25. [The remainder of this page is intentionally left blank24.]