Common use of Consent and Agreement Clause in Contracts

Consent and Agreement. Sprint PCS shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section, such payments shall be held in trust for, and promptly turned over to, the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint PCS shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b) and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Borrower has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted by the Loan Documents)), including but not limited to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants in the Loan Documents. The Administrative Agent shall have the right to cure any Management Agreement Breach.

Consent and Agreement. Sprint PCS shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section Investor and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event each Milford Entity: a. agree that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section, such payments shall be held in trust for, and promptly turned over to, the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint PCS shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b) and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Borrower has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted by the Loan Documents)), including but not limited to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants in the Loan Documents. The Administrative Collateral Agent shall have the right (but not the obligation) upon occurrence and continuation of an Event of Default to cure make all demands, give all notices, take all actions and exercise all rights of the Obligors under the Agreement (including any Management certificates that must be delivered by an officer of an Obligor), and agrees to accept any such demands, notices, actions and exercises; provided, however, that, insofar as Collateral Agent exercises any of its rights under the Agreement Breach.or makes any claims with respect to payments or other obligations under the Agreement, the terms and conditions of the Agreement applicable to such exercise of rights or claims shall apply to Collateral Agent to the same extent as to the applicable Obligor; b. agree not to (i) cancel or terminate the Agreement or suspend performance of its obligations thereunder, except as provided in the Agreement (including with respect to any date specific condition precedent in the Agreement) or by operation of law and, in any event, except in accordance with Section 4 of this Consent; (ii) consent to or accept any cancellation or termination of the Agreement by the Obligors or the Company without the prior written consent of the Collateral Agent, except as provided in the Agreement and in accordance with Section 4 of this Consent; or (iii) prior to the Second Equity Capital Contribution (as such term is defined in the Agreement), sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its right, title or interest in the Agreement, in each case without the prior written consent of Collateral Agent; c. agree not to amend, supplement or modify the Agreement or the Company Operating Agreement in any material respect, without the prior written consent of Collateral Agent (such consent not to be unreasonably withheld or delayed) other than a waiver by Investor of any condition precedent that is for Investor’s benefit in which case no such consent shall be required; d. agree to promptly deliver to Collateral Agent duplicates or copies of all notices of or with respect to default, failure to reach conditions, suspension or termination delivered under or pursuant to the Agreement;

Consent and Agreement. Sprint PCS (a) Subject to the terms and conditions set forth herein, effective upon the occurrence of the Second Amendment Effective Date, the parties hereto agree that, notwithstanding anything else in the Credit Agreement to the contrary, (i) the Loan Parties shall not have to comply with the (a) Minimum Consolidated EBITDA test set forth in Section 6.18 of the Credit Agreement (as in effect prior to this Amendment) for the Measurement Period ending March 31, 2024, (b) Minimum Liquidity test set forth in Section 6.19 of the Credit Agreement (as in effect prior to this Amendment) for the months ending March 31, 2024 and April 30, 2024 and (ii) the financial statements to be delivered for the month ending March 31, 2024 pursuant to Section 5.09.2, together with the Compliance Certificate to be delivered in connection therewith pursuant to Section 5.09.5, shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section due until the Second Amendment Effective Date. Each Loan Party acknowledges and agrees that the consent contained in the foregoing shall not take waive or amend (or be deemed to be or constitute an amendment to or waiver of) any action other covenant, term or provision in the Credit Agreement or hinder, restrict or otherwise modify the rights and remedies of the Lenders and the Administrative Agent following the occurrence of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments other present or distributions that it is not entitled to receive under this Section, such payments shall be held in trust for, and promptly turned over to, the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 future Default or Event of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit Default under the Credit Agreement have terminated or expired, Sprint PCS shall not be entitled to exercise any other remedies under Credit Document. (b) On or before May 24, 2024 (or such later date as the Sprint Agreements, including, without limitationAdministrative Agent may agree in its sole discretion), the remedy Loan Parties shall engage (the scope of terminating the Sprint Agreements (except which engagement shall be reasonably satisfactory to the extent permitted under Sections 6(b)(ii)(AAdministrative Agent), at the sole cost and expense of the Loan Parties, an independent consulting firm acceptable to the Administrative Agent in the exercise of its sole and absolute discretion (the “Consultant”), who shall be directed by, and report solely to, the Administrative Agent, to evaluate and confidentially advise the Administrative Agent with respect to the operations and financial affairs of the Loan Parties and their Subsidiaries during the Ratio Adjustment Period. Borrower and each other Loan Party shall, and shall cause their Subsidiaries to, during the Ratio Adjustment Period, cooperate with the Consultant, promptly furnishing or granting it access to the Loan Parties and Subsidiaries books, records, documents and financial information during reasonable business hours and promptly respond to the Consultant’s questions or requests for information. (c) On or before June 10, 2024, the Administrative Agent shall have received satisfactory evidence that a capital infusion equal to $15,000,000 has been made by Coliseum (or another capital provider) to LDRV, all on terms acceptable to the Administrative Agent. (d) On or before June 10, 2024, the Administrative Agent shall have received a $5,000,000 repayment of the principal amount of the Revolving Credit Loans, together with delivery of a notice pursuant to Section 2.03.6, permanently reducing the Revolving Credit Dollar Cap and 12 Revolving Credit Commitments, effective as of this Consent and Agreement) or the remedy date of withholding any such notice, by such $5,000,000 amount (such notice may be provided simultaneously with the making of such payment notwithstanding the requirements set forth in Section 10 of the Management Agreement (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b) and 5(b) of this Consent and Agreement2.03.6). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Borrower has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted by the Loan Documents)), including but not limited to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants in the Loan Documents. The Administrative Agent shall have the right to cure any Management Agreement Breach.

Consent and Agreement. Sprint PCS shall not be permitted The Project Party hereby acknowledges and agrees that: (a) The Project Party hereby acknowledges and irrevocably consents to deduct or setoff from the assignment by the Owner of all its payments right, title and interest in the Assigned Agreement to Affiliate any such amounts it is not entitled to receive under this Section the Collateral Agent as collateral security for the payment and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section, such payments shall be held in trust for, and promptly turned over to, the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 performance of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions Owner of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit its obligations under the Credit Agreement Agreement. (b) Provided that an event of default by the Owner shall have terminated or expiredoccurred and be continuing pursuant to the loan documents executed in accordance with the Security Agreement, Sprint PCS the Collateral Agent and any assignee thereof shall not be entitled to exercise any other remedies and all rights of the Owner under the Sprint AgreementsAssigned Agreement in accordance with their respective terms and the Project Party shall comply in all respects with such exercise. Without limiting the generality of the foregoing and provided that an event of default by the Owner shall have occurred and be continuing pursuant to the loan documents executed in accordance with the Security Agreement, includingthe Collateral Agent and any assignee thereof shall have the full right and power to enforce directly against the Project Party all obligations of the Project Party under the Assigned Agreement and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by the Owner under the Assigned Agreement. (c) The Project Party will not, without limitationthe prior written consent of the Collateral Agent, take any action to (i) cancel or terminate, or suspend performance under, the remedy of terminating the Sprint Agreements Assigned Agreement (except as expressly provided in the Assigned Agreement), (ii) exercise any of its rights set forth in the Assigned Agreement to cancel or terminate, or suspend performance under, the Assigned Agreement unless the Project Party shall have delivered to the Collateral Agent written notice stating that it intends to exercise such right on a date not less than 60 days after the date of such notice, provided it has such right under the Assigned Agreement, specifying the nature of the default giving rise to such right (and, in the case of a payment default, specifying the amount thereof) and permitting the Collateral Agent to cure such default by making a payment in the amount in default or by performing or causing to be performed the obligation in default, as the case may be, (iii) except for change orders, amend, supplement or otherwise modify the Assigned Agreement (as in effect on the date hereof), (iv) sell, assign or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Assigned Agreement or (v) petition, request or take any other legal or administrative action which seeks, or may reasonably be expected, to rescind, terminate or suspend or amend or modify the Assigned Agreement or any part thereof. In furtherance of the foregoing clause (ii), the Project Party agrees that, notwithstanding anything contained in the Assigned Agreement to the contrary, upon the occurrence of a default under the Assigned Agreement that cannot by its nature be cured by the payment of money, the Project Party will not cancel or terminate the Assigned Agreement if, and for so long as, the Collateral Agent shall be diligently seeking to cure such default or otherwise to institute foreclosure proceedings, or otherwise to acquire the Owner’s interest in the Assigned Agreement, and the Project Party shall grant the Collateral Agent a reasonable period of time to cure such default upon the occurrence of such foreclosure or acquisition. (d) The Project Party shall deliver to the Collateral Agent at the address set forth on the signature pages hereof, or at such other address as the Collateral Agent may designate in writing from time to time to the Project Party, concurrently with the delivery thereof to the Owner, a copy of each material notice, request or demand given by the Project Party pursuant to the Assigned Agreement. (e) In the event that the Collateral Agent or its designee(s) succeeds to the Owner’s interest under the Assigned Agreement as permitted under the Security Documents, the Collateral Agent or its designee(s) shall assume liability for all of the Owner’s obligations under the Assigned Agreement; provided however, that such liability shall not include any liability for claims of the Project Party against the Owner arising from the Owner’s failure to perform during the period prior to the Collateral Agent’s or such designee(s)’ succession to the Owner’s interest in and under the Assigned Agreement. Except as otherwise set forth in the immediately preceding sentence, none of the Secured Parties shall be liable for the performance or observance of any of the obligations or duties of the Owner under the Assigned Agreement and the assignment of the Assigned Agreement by the Owner to the Collateral Agent pursuant to the Security Agreement shall not give rise to any duties or obligations whatsoever on the part of any of the Secured Parties owing to the Project Party. (f) Upon the exercise by the Collateral Agent of any of the remedies as permitted under the Security Documents in respect of the Assigned Agreement, the Collateral Agent may assign its rights and interests and the rights and interests of the Owner under the Assigned Agreement to any purchaser or transferee of the Project, if such purchaser or transferee shall assume all of the obligations of the Owner under the Assigned Agreement. Upon such assignment and assumption, the Collateral Agent shall be relieved of all obligations under the Assigned Agreement arising after such assignment and assumption. (g) In the event that (i) the Assigned Agreement is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving the Owner or (ii) the Assigned Agreement is terminated as a result of any bankruptcy or insolvency proceeding involving the Owner and, if within 90 days after such rejection or termination, the Collateral Agent or its designee(s) shall so request and shall certify in writing to the Project Party that it intends to perform the obligations of the Owner as and to the extent permitted required under Sections 6(b)(ii)(Athe Assigned Agreement, the Project Party will execute and deliver to the Collateral Agent or such designee(s) a new Assigned Agreement which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and 12 of shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by the Owner and the Project Party prior to such rejection or termination). References in this Consent and Agreement to the “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement. (h) In the event that the Collateral Agent or its designee(s), or any purchaser, transferee, grantee or assignee of the interests of the Collateral Agent or its designee(s) in the Project assume or be liable under the Assigned Agreement (as contemplated in subsection (e), (f) or (g) above), liability in respect of any and all obligations of any such party under the remedy of withholding Assigned Agreement shall be limited solely to such party’s interest in the Project (and no officer, director, employee, shareholder or agent thereof shall have any payment set forth in Section 10 of the Management Agreement (subject to Sprint PCS's rights of setoff or recoupment liability with respect to such payments as permitted under Sections 2, 4(bthereto). (i) and 5(b) of All references in this Consent and AgreementAgreement to the “Collateral Agent” shall be deemed to refer to the Collateral Agent and/or any designee or transferee thereof acting on behalf of the Secured Parties (regardless of whether so expressly provided). Until such time as the Obligations have been paid in full in cash , and all commitments actions permitted to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Borrower has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted taken by the Loan Documents)), including but not limited to Sprint PCS's providing Borrower the funds necessary to operate Agent under this Consent and Agreement may be taken by any such designee or meet certain financial covenants in the Loan Documents. The Administrative Agent shall have the right to cure any Management Agreement Breachtransferee.

Consent and Agreement. Sprint PCS shall not be permitted (a) CQP hereby acknowledges and irrevocably consents in all respects to deduct or setoff from the assignment by Manager of all its payments right, title and interest in the Assigned Agreement to Affiliate any such amounts it is not entitled to receive under this Section the Collateral Agent as collateral security for the payment and shall not take any action of any type to attempt to collect such reimbursement and performance by the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section, such payments shall be held in trust for, and promptly turned over to, the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 Borrower of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit Borrower’s obligations under the Credit Agreement have terminated or expiredand the performance of Manager’s obligations under the Security Documents. (b) CQP hereby acknowledges and irrevocably consents in all respects to the right of the Collateral Agent, Sprint PCS shall not be entitled upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, to exercise any other remedies and enforce all rights of Manager under the Sprint Agreements, including, without limitationAssigned Agreement in accordance with the terms of the Assigned Agreement. (c) Upon the exercise by the Collateral Agent of any of the remedies set forth in and in accordance with the terms of the Credit Agreement and the Security Documents, the remedy Collateral Agent may assign its rights and interests and the rights and interests of terminating Manager under the Sprint Agreements Assigned Agreement, subject to clause (except h) hereof. Upon such assignment, the Collateral Agent shall be released from any further liability under the Assigned Agreement or such new agreement to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement interest assigned. (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(bd) CQP acknowledges and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expiredagrees that, notwithstanding anything to the contrary contained in Section 2.3 the Assigned Agreement, neither of the Management following events shall constitute a default by Manager under the Assigned Agreement or require the consent of CQP: (i) the provision of the Services (as defined in the Assigned Agreement) by a suitable provider of services of the type described in the Assigned Agreement by or on behalf of the Collateral Agent following the occurrence and continuance of an event of default under the Credit Agreement; or (ii) foreclosure or any other enforcement of the rights of the lenders under the Credit Agreement or the Security Documents by the Collateral Agent; provided that the actions taken pursuant to clauses (i) or (ii) otherwise comply with applicable law. (e) Notwithstanding anything to the contrary in the Assigned Agreement, CQP shall not, without the prior written consent of the Collateral Agent, cancel, suspend performance under or terminate the Assigned Agreement unless CQP shall have delivered to the Collateral Agent written notice stating that it is entitled to do so under the Assigned Agreement and that it intends to exercise such right on a date no fewer than 30 days after the date of such notice in the case of a payment default or 60 days after the date of such notice in the case of any other default; provided that (i) such cure period shall be extended to such longer period as may be reasonably required to cure such default if the Collateral Agent or its assignee or designee has commenced and is diligently pursuing appropriate action to cure such default (provided, however, that in no event shall such extended period exceed an additional 30 days in the case of a payment default or 60 days in the case of any Person other than Affiliate default) and (ii) if the Collateral Agent or a Successor its designee or assignee is prohibited from curing any such default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving Manager, then such cure period shall be extended for the period of such prohibition. CQP’s notice shall specify the nature of the default giving rise to its right to cancel, suspend performance under or terminate the Assigned Agreement and CQP shall permit Manager be a manager and/or the Collateral Agent to cure such default. Nothing herein shall require the Collateral Agent to cure any default of Manager under the Assigned Agreement or operator for Sprint PCS with respect to perform any act, duty or obligation of Manager under the Service Area and neither Sprint PCS Assigned Agreement, but shall only give it the option to do so. It being understood that, in the event the Collateral Agent cures any default of Manager under the Assigned Agreement, the Collateral Agent shall have no further obligation to cure any subsequent default or to perform any act, duty or obligation of Manager under the Assigned Agreement. (f) Neither CQP nor Manager shall, without the prior written consent of the Required Lenders (as defined in the Credit Agreement), (i) enter into any novation, material amendment or other material modification of the Assigned Agreement, (ii) sell, assign or otherwise transfer any of its Related Parties shall ownrights under the Assigned Agreement, operate(iii) terminate, build cancel or manage another wireless mobility communications network suspend its performance under the Assigned Agreement (unless the applicable parties have given the Collateral Agent notice and an opportunity to cure in accordance with clause (e) hereof), (iv) consent to any assignment or other transfer by any other party of its respective rights under the Service AreaAssigned Agreement, except in connection with a refinancing of the Loans made pursuant to the Credit Agreement or, to the extent provided such assignment or transfer does not adversely affect the Lenders under the Credit Agreement, a refinancing of the indebtedness created under the Sabine Indenture or the issuance of Additional Notes (as defined in Sections 2.3(athe Sabine Indenture), (b), (c) or (dv) consent to any voluntary termination, cancellation or suspension of performance by any party under the Assigned Agreement. (g) CQP shall perform and comply with all material terms and provisions of the Management Assigned Agreement and except to be performed or complied with by it for the extent that benefit of the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(ACollateral Agent. (h) of this Agreement. The Administrative Agent CQP acknowledges and agrees that Sprint PCS the Collateral Agent shall also not have any liability or obligation under the right Assigned Agreement as a result of this Consent and Agreement, the Security Documents or otherwise, nor shall the Collateral Agent be obligated or required to (i) perform Manager’s obligations under the Assigned Agreement, except during any period in which the Collateral Agent has assumed Manager’s rights and obligations under the Assigned Agreement pursuant to clause (b) above, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Documents. For the avoidance of doubt, Manager and CQP agree that the payments to be made by CQP to Manager under the Assigned Agreement, or as otherwise provided for in this Consent and Agreement, are conditioned upon the performance of Manager’s obligations under the Assigned Agreement. Except as set forth above, neither the Collateral Agent, its designee or assignee nor any other party secured by the Security Documents shall be liable for the performance or observance of any of the obligations or duties of Manager under the Assigned Agreement, including the performance by the Collateral Agent or its designee or assignee of any cure an Event of Default default permitted pursuant to paragraph (b) above, and, except as set forth above, the assignment of the Assigned Agreement by Manager to the Collateral Agent or its designee or assignee pursuant to assist Affiliate the Credit Agreement or the Security Documents shall not give rise to any duties or obligations owing to Manager on the part of any of the parties secured by the Credit Agreement or the Security Documents. (i) If (i) the Assigned Agreement is rejected by a trustee or debtor-in-possession in curing an Event any bankruptcy or insolvency proceeding involving Manager or (ii) the Assigned Agreement is terminated as a result of Default but only any bankruptcy or insolvency proceeding involving Manager, and if within 90 days after such rejection or termination, the Collateral Agent or its designee or assignee shall so request and shall certify in writing to CQP that it intends to perform the obligations of Manager as and to the extent Borrower has the right to so cure required under the Loan DocumentsAssigned Agreement, as applicable CQP shall execute and deliver to the Collateral Agent or such designee or assignee a new agreement (it being understood that the act of Sprint PCS curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted by the Loan Documents)“new Assigned Agreement”), including but not limited (A) pursuant to Sprint PCS's providing Borrower which new Assigned Agreement CQP shall agree to perform the funds necessary obligations contemplated to operate be performed by CQP under the original Assigned Agreement and the Collateral Agent or meet certain financial covenants such designee or assignee shall agree to perform the obligations contemplated to be performed by Manager under the original Assigned Agreement, (B) which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and (C) which shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by Manager prior to such rejection or termination). References in this Consent and Agreement to an “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement. (j) CQP shall deliver to the Collateral Agent at the address set forth on the signature pages hereof, or at such other address as the Collateral Agent may designate in writing from time to time to CQP, concurrently with the delivery thereof to Manager a copy of each material notice, request or demand (other than such notices delivered in the Loan Documents. The Administrative ordinary course of business) given by CQP to Manager pursuant to the Assigned Agreement. (k) CQP hereby agrees that it shall not, nor shall it enter into any agreement permitting Sabine to, set off, counter-claim or otherwise withhold any payment owing under the Assigned Agreement on account of any amounts owed to CQP by any of Manager, the Collateral Agent or any of their respective subsidiaries, affiliates, successors or permitted assigns. (l) In a bankruptcy or insolvency proceeding involving Manager, nothing contained herein shall have the right affect or otherwise limit CQP’s rights to cure any Management Agreement Breachassert claims and interests against Manager in such proceeding and otherwise participate as a creditor or party in interest in such proceeding.

Consent and Agreement. Sprint PCS The Consenting Party hereby acknowledges and agrees that, notwithstanding any other provision in the Operator's Agreement: (a) Pursuant to the Master Security Agreement, the Borrower has granted, transferred and assigned to the Offshore Collateral Agent, as collateral agent for the benefit of Senior Lenders named in the Master Security Agreement, all right, title and interest which Borrower now has or which shall hereafter arise in and to the Operator's Agreement and all claims resulting from any failure of performance or compliance with any of the provisions of the Operator's Agreement, together with full power and authority, in its own name or in the name of Borrower or otherwise, to enforce and request payment under the Operator's Agreement and to collect, receive and give receipts and releases for such amounts. (b) The Consenting Party hereby irrevocably consents to and accepts the grant, transfer and assignment by the Borrower to the Offshore Collateral Agent for the benefit of and on behalf of the Senior Lenders of all of Borrower's right, title and interest in the Operator's Agreement and all claims resulting from any failure of performance or compliance with any of the provisions of the Operator's Agreement, together with full power and authority, in the name of the Borrower, to enforce the Operator's Agreement against the Consenting Party, it being understood and agreed that any enforcement by the Offshore Collateral Agent shall not require any further consent from the Consenting Party or constitute a default under the Operator's Agreement. The Consenting Party hereby irrevocably further agrees for the benefit of the Offshore Collateral Agent and the Senior Lenders in case of a default under the Operator's Agreement by the Borrower, to accept performance by a Person designated by the Offshore Collateral Agent (or one or more of its representatives or assignees (the "Designee"), as instructed by the Administrative Agent) and neither the Offshore Collateral Agent nor its Designee shall be permitted subject to deduct any defense arising from the Borrower's failure to perform, provided that the Designee's performance shall in all other respects be in accordance with the provisions of the Operator's Agreement. In no event shall any grant, transfer, assignment or setoff from its payments acceptance of performance pursuant to Affiliate any such amounts it is not entitled to receive under this Section and 3(b) change or modify Borrower's obligations to the Consenting Party thereunder. (c) The Consenting Party shall not deliver to the Offshore Collateral Agent at the address specified in Section 5(j), or at such other address as the Offshore Collateral Agent may designate in writing from time to time to the Consenting Party, concurrently with delivery thereof to the Borrower, a copy of any material notice, request, demand or other document given by the Consenting Party in connection with the Operator's Agreement, along with notice of any material breach, termination or claim of termination under the Operator's Agreement for which notice to the Borrower is required under the Operator's Agreement. (d) The Consenting Party will not, without the prior written consent of the Supermajority Facility Lenders, take any action to (i) except as expressly provided in the Operator's Agreement, cancel or terminate, or suspend performance under, the Operator's Agreement or consent to or accept any cancellation, termination or suspension thereof, (ii) exercise any of its rights set forth in the Operator's Agreement to cancel or terminate, or suspend or discontinue performance or withhold deliveries under, the Operator's Agreement unless the Consenting Party shall have delivered to the Offshore Collateral Agent and each Senior Lender written notice stating that it intends to exercise such right on a date not less than 30 days after the date of such notice, specifying the nature of the default giving rise to such right (and, in the case of a payment default, specifying the amount thereof) and permitting the Offshore Collateral Agent or its Designee on behalf of the Senior Lenders to cure such default by making a payment in the amount in default or by performing or causing to be performed the obligation in default (or if such default is not capable of being cured within said time, then diligently and continuously pursuing all reasonable actions necessary to effect cure), (iii) amend, supplement or otherwise modify the Operator's Agreement (as in effect on the date hereof) unless such amendment or modification would be permitted by Section 7.12 of the Master Participation Agreement or (iv) petition, request or take any type other legal or administrative action which seeks, or may reasonably be expected, to attempt rescind, terminate or suspend or amend or modify the Operator's Agreement or any part thereof, other than to collect such reimbursement enforce rights to which the Consenting Party is entitled pursuant to clause (i) or (ii) of this paragraph. In furtherance of the foregoing clause (ii), the Consenting Party agrees that, notwithstanding anything contained in the Operator's Agreement to the contrary, upon the occurrence of a default under the Operator's Agreement that cannot by its nature be cured by the payment of money, the Consenting Party will not cancel or terminate the Operator's Agreement if, and for so long as, the Offshore Collateral Agent shall be diligently seeking to institute foreclosure proceedings, or to acquire the Borrower's interest in the Operator's Agreement, and the failure Consenting Party shall grant the Offshore Collateral Agent a reasonable period of time to be so reimbursed shall not constitute a Management Agreement Breach. cure such default upon the occurrence of such foreclosure or acquisition. (e) In the event that Sprint PCS receives (i) the Operator's Agreement is rejected by a trustee or debtor-in-possession in any payments bankruptcy or distributions insolvency proceeding involving the Borrower or (ii) the Operator's Agreement is terminated as a result of any bankruptcy or insolvency proceeding involving the Borrower and, if within 60 days after notice by the Consenting Party to the Offshore Collateral Agent of such rejection or termination, the Offshore Collateral Agent or its Designee shall so request and shall certify in writing to the Consenting Party that it such party intends to perform the obligations of the Borrower as and to the extent required under the Operator's Agreement and such Designee is not entitled sufficiently creditworthy to receive perform the obligations of the Borrower under this Sectionthe Operator's Agreement, the Consenting Party will execute and deliver to the Offshore Collateral Agent or such payments Designee a new Operator's Agreement which shall be held for the balance of the remaining term under the original Operator's Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as the agreements, terms, provisions and limitations as the original Operator's Agreement (except for any requirements which have been fulfilled by the Borrower and the Consenting Party prior to such rejection or termination). References in trust forthis Consent and Agreement to such "Operator's Agreement" shall be deemed also to refer to such new Operator's Agreement. (f) The Consenting Party and the Borrower hereby further acknowledge and agree that the Consenting Party will not, and promptly turned over towithout the prior written consent of the Supermajority Facility Lenders, sell, assign, transfer or otherwise dispose of (by operation of law or otherwise) any part of its interest in the Operator's Agreement; provided, that in no event shall the Consenting Party sell, assign, transfer or otherwise dispose of any part of its interest in the Operator's Agreement to any Person unless such Person is a wholly-owned direct or indirect subsidiary of Phelps Dodge Corporation or is another entity satisfactory to xxx Xxpermajority Facility Lenders. (g) In the event that the Designee succeeds to the Borrower's interest under the Operator's Agreement, whether by foreclosure or otherwise, the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint PCS Designee may elect (but shall not be entitled required to) by written notice of assumption delivered to exercise any other remedies the Consenting Party to assume liability for all of the Borrower's obligations under the Sprint AgreementsOperator's Agreement (and the Consenting Party shall not be obligated to recognize any such succession until it has received such written notice of assumption); provided, including, without limitationhowever that such liability shall not include any liability for claims of the Consenting Party against the Borrower arising from the Borrower's failure to perform during the period prior to the Offshore Collateral Agent's or such Designee's succession to the Borrower's interest in and under the Operator's Agreement. Except as otherwise set forth in the immediately preceding sentence, the remedy Designee shall not be liable for the performance or observance of terminating any of the Sprint Agreements obligations or duties of the Borrower under the Operator's Agreement, nor shall the grant of a security interest in the Operator's Agreement by the Borrower to the Offshore Collateral Agent on behalf of the Senior Lenders give rise to any duties or obligations whatsoever on the part of the Offshore Collateral Agent owing to the Consenting Party. (except h) Upon the exercise by the Offshore Collateral Agent on behalf of the Senior Lenders of any of the remedies set forth in the Master Security Agreement, the Offshore Collateral Agent may, to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 by Article V of the Management Master Security Agreement, assign its rights and interests and the rights and interests of the Borrower under the Operator's Agreement to any purchaser or transferee of the Offshore Collateral, if such purchaser or transferee shall (i) assume all of the obligations of the Borrower under the Operator's Agreement and (ii) be, in the reasonable opinion of the Consenting Party, sufficiently creditworthy to perform the obligations of the Borrower under the Operator's Agreement. Upon such assignment and assumption, the Senior Lenders shall be relieved of all obligations under the Operator's Agreement arising after such assignment and assumption. (i) In the event that the Designee shall assume or be liable for any obligation under the Operator's Agreement (subject as contemplated in clause (g) above or otherwise), such liability shall be limited solely to Sprint PCSsuch party's rights of setoff interest in the Offshore Collateral (and no officer, director, employee, shareholder or recoupment agent thereof shall have any liability with respect to such payments as permitted under Sections 2, 4(b) and 5(b) of this Consent and Agreementthereto). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Borrower has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted by the Loan Documents)), including but not limited to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants in the Loan Documents. The Administrative Agent shall have the right to cure any Management Agreement Breach.

Consent and Agreement. Sprint PCS shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section (a) The Obligor hereby acknowledges and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section, such payments shall be held in trust for, and promptly turned over to, the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees irrevocably consents to the provisions assignment by the Assignor of this Section 9 all its right, title and interest in the Assigned Agreement to the Collateral Agent as if it were a party hereto. Until such time as collateral security for the Obligations have been paid in full in cash payment and all commitments to advance credit performance by the Assignor of its obligations under the Credit Agreement have terminated or expiredAgreement. (b) The Obligor acknowledges the right of the Collateral Agent, Sprint PCS shall not be entitled upon the occurrence and during the continuance of an event of default under the Credit Agreement, to exercise any other remedies and enforce all rights of the Assignor under the Sprint Agreements, including, without limitation, Assigned Agreement in accordance with the remedy terms of terminating the Sprint Agreements Assigned Agreement. (except to c) Upon the extent permitted under Sections 6(b)(ii)(A) and 12 exercise by the Collateral Agent of this Consent and Agreement) or any of the remedy of withholding any payment remedies set forth in Section 10 the Security Documents, the Collateral Agent may assign its rights and interests and the rights and interests of the Management Agreement (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b) and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit Assignor under the Credit Assigned Agreement have terminated to any Person that (i) is a purchaser or expiredtransferee of the Assignor or the Project and (ii) assumes the obligations of the Assignor under the Assigned Agreement. (d) The Obligor acknowledges and agrees, notwithstanding anything to the contrary contained in Section 2.3 the Assigned Agreement, that neither of the Management Agreementfollowing events shall constitute a default by the Assignor under the Assigned Agreement or require the consent of the Obligor: (i) the operation of the Project by or on behalf of the Collateral Agent following the occurrence and continuance of an event of default under the Credit Agreement and the related documents or (ii) foreclosure or any other enforcement of the Security Documents by the Collateral Agent; provided, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect that the actions taken pursuant to the Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), clauses (b), (ci) or (dii) otherwise comply with applicable law. (e) Notwithstanding anything to the contrary in the Assigned Agreement, the Obligor shall not, without the prior written consent of the Management Collateral Agent, cancel, suspend performance under or terminate the Assigned Agreement unless the Obligor shall have delivered to the Collateral Agent written notice stating that it is entitled to do so under the Assigned Agreement and except that it intends to exercise such right on a date not less than 90 days after the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) date of this Agreementsuch notice. The Administrative Agent acknowledges and agrees that Sprint PCS Obligor’s notice shall also have specify the nature of the default giving rise to its right to cancel, suspend performance under or terminate the Assigned Agreement and the Obligor shall permit either the Assignor or the Collateral Agent or both to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to such default. Nothing herein shall require the extent Borrower has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted by the Loan Documents)), including but not limited to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants in the Loan Documents. The Administrative Collateral Agent shall have the right to cure any Management default of the Assignor under the Assigned Agreement Breachor to perform any act, duty or obligation of the Assignor under the Assigned Agreement, but shall only give it the option to do so.

Consent and Agreement. Sprint PCS shall not be permitted (A) Subject to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under the terms, conditions and limitations of this Consent Agreement, including, without limitation, Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section2, such payments shall be held in trust for, and promptly turned over tobelow, the parties entitled thereto. If Sprint PCS has designated a third party Lender hereby consents to take action under Section 11.6.3 JRGH entering into an agreement for the sale of the Management Agreement, before taking any such action such third party shall JRG RE and agree to enter into an agreement amendment to the Credit Agreement and certain other Loan Documents, to be effective as of or before the closing of the Specified Transaction. Such amendment shall be mutually agreed between the Borrowers and the Lender, in connection with Administrative Agent providing the sale of JRG RE to (1) release JRG RE as a Borrower under the Credit Agreement; provided that (i) such third party agrees release shall be conditioned on receipt by the Lender of either cash in an amount sufficient to Cash Collateralize the LC Exposure (“Cash Collateral”) or letters of credit naming the Lender as the beneficiary where both the issuing bank and letter of credit amounts shall be acceptable to the Lender using commercially reasonable judgment (it being agreed that commercially reasonable judgment includes, without limitation, complying with all internal policies of the Lender and obtaining all internal approvals), in each case, with respect to each issued and outstanding Letter of Credit as of the effective date of the Specified Transaction and (ii) the aggregate amount of Cash Collateral and letters of credit provided pursuant to this clause (1) shall not exceed 105% of the aggregate LC Exposure at such time, (2) release all collateral pledged by JRG RE pursuant to the applicable Pledge Agreement, and (3) make certain other amendments to the Loan Documents necessary to, or in connection with, the sale of JRG RE as mutually agreed to by the Borrowers and the Lender, subject, in each case, to compliance with the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint PCS shall not be entitled to exercise any other remedies under the Sprint AgreementsAgreement, including, without limitation, the remedy mandatory increase of terminating collateral or prepayment provisions of Section 2.10(b) of the Sprint Agreements Credit Agreement (except provided, however that such amendment shall be subject to, at a minimum, (x) the absence of any material Default or Event of Default under the Credit Agreement (other than any Potential Default to be addressed in such amendment), and (y) the absence of any transfer of assets to JRG RE from any other Loan Party between the Consent Effective Date and the closing of the Specified Transaction outside of the ordinary course of business or other than as may be contemplated pursuant to the extent permitted under Sections 6(b)(ii)(Aterms of the agreement pertaining to the Specified Transaction delivered to the Lender on or prior to the Consent Effective Date). The consent provided for pursuant to the immediately preceding sentence (the “Subject Consent”) and 12 shall not be construed to apply to the Borrowers’ performance of this Consent and Agreement(or failure to perform) or the remedy of withholding any payment covenants set forth in Section 10 6.03(c) or Section 6.05 of the Management Agreement (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b) and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint PCS except with respect to the Service Area consummation of the Specified Transaction which is expressly consented to as set forth herein. In the event that the LC Exposure is Cash Collateralized by JRG RE or any other Person pursuant to clause (A)(1) above, JRG RE or such other Person shall irrevocably pledge, assign and neither Sprint PCS nor transfer to the Lender and grant to the Lender a first lien on and security interest in: (i) a deposit account established with the Lender that shall be subject to a control agreement and under the sole dominion and control of the Lender, which control agreement shall be in form and substance reasonably satisfactory to the Lender, (ii) all cash from time to time deposited into such account, (iii) all investments from time to time credited to such account, and all certificates and instruments representing or evidencing any of its Related Parties shall ownsuch investments, operate, build or manage another wireless mobility communications network in the Service Area, except and (iv) to the extent provided in Sections 2.3(anot covered by clauses (i) through (iii) above, all proceeds of any and all of the foregoing. (B) The Subject Consent (i) is limited to its express terms, (ii) shall not be deemed to be a waiver of any Default or Event of Default that may have existed on or prior to the date hereof, or of any Default or Event of Default that may hereafter arise (other than any Potential Default), (b)iii) is not intended to, and shall not, establish any course of dealing among the Borrowers and the Lender that is inconsistent with the express terms of the Credit Agreement, (civ) shall not operate as a waiver of any other right, power, or (d) remedy of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Borrower has the right to so cure Lender under the Loan DocumentsCredit Agreement, as applicable and (it being understood that the act of Sprint PCS curing an Event of Default v) shall not constitute be construed as an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted agreement or understanding by the Loan Documents)), including but not limited Lender to Sprint PCS's providing Borrower the funds necessary to operate grant any waiver or meet certain financial covenants other accommodation in the future with respect to any provision of the Credit Agreement or any of the other Loan Documents. Documents except as expressly described in this Consent Agreement. (C) The Administrative Agent Subject Consent shall have expire and be null and void if the right Specified Transaction as not been consummated on or before July 8, 2024 unless extended in writing by the parties to cure any Management Agreement Breachthis Consent Agreement.

Consent and Agreement. Sprint PCS shall not be permitted (A) Subject to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under the terms, conditions and limitations of this Consent Agreement, including, without limitation, Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section2, such payments shall be held in trust for, and promptly turned over tobelow, the parties entitled thereto. If Sprint PCS has designated a third party Lenders hereby consent to take action under Section 11.6.3 JRGH entering into an agreement for the sale of the Management Agreement, before taking any such action such third party shall JRG RE and agree to enter into an agreement amendment to the Credit Agreement and certain other Loan Documents, to be effective as of or before the closing of the Specified Transaction. Such amendment shall be in such form as shall be mutually agreed between the Borrowers, the Administrative Agent, the Letter of Credit Issuer and the Lenders, in connection with the sale of JRG RE to (1) release JRG RE as a Borrower under the Credit Agreement, (2) release all collateral pledged by JRG RE pursuant to the applicable Pledge Agreement, and (3) make certain other amendments to the Loan Documents necessary to, or in connection with, the sale of JRG RE as mutually agreed to by the Borrowers, the Administrative Agent providing that such third party agrees Agent, the Letter of Credit Issuer and the Lenders, subject, in each case, to compliance with the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint PCS shall not be entitled to exercise any other remedies under the Sprint AgreementsAgreement, including, without limitation, the remedy mandatory increase of terminating collateral or prepayment provisions of Section 2.10(b) of the Sprint Agreements (except Credit Agreement. The consent provided for pursuant to the extent permitted under Sections 6(b)(ii)(Aimmediately preceding sentence (the “Subject Consent”) and 12 shall not be construed to apply to the Borrowers’ performance of this Consent and Agreement(or failure to perform) or the remedy of withholding any payment covenants set forth in Section 10 6.03(c) or Section 6.05 of the Management Agreement (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b) and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint PCS except with respect to the Service Area and neither Sprint PCS nor consummation of the Specified Transaction which is expressly consented to as set forth herein. (B) The Subject Consent (i) is limited to its express terms, (ii) shall not be deemed to be a waiver of any Default or Event of its Related Parties shall own, operate, build Default that may have existed on or manage another wireless mobility communications network in the Service Area, except prior to the extent provided in Sections 2.3(adate hereof, or of any Default or Event of Default that may hereafter arise (other than any Potential Default), (b)iii) is not intended to, and shall not, establish any course of dealing among the Borrowers, the Administrative Agent, the Letter of Credit Issuer and the Lenders that is inconsistent with the express terms of the Credit Agreement, (civ) shall not operate as a waiver of any other right, power, or (d) remedy of the Management Agreement and except to Administrative Agent, the extent that Letter of Credit Issuer or the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Borrower has the right to so cure Lenders under the Loan DocumentsCredit Agreement, as applicable and (it being understood that the act of Sprint PCS curing an Event of Default v) shall not constitute be construed as an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted agreement or understanding by the Loan Documents)), including but not limited Lenders to Sprint PCS's providing Borrower the funds necessary to operate grant any waiver or meet certain financial covenants other accommodation in the future with respect to any provision of the Credit Agreement or any of the other Loan Documents. Documents except as expressly described in this Consent Agreement. (C) The Administrative Agent Subject Consent shall have expire and be null and void if the right Specified Transaction as not been consummated on or before July 8, 2024 unless extended in writing by the parties to cure any Management Agreement Breachthis to this Consent Agreement.

Consent and Agreement. Sprint PCS shall not be permitted (a) The Equity Investor acknowledges receipt of the Security Agreement and consents in all respects to deduct or setoff from its payments the collateral assignment thereunder (subject to Affiliate any such amounts it is not entitled the terms thereof) of all of the Borrower’s right, title and interest in, to and under this Agreement and the Equity Investor LC, including all of the Borrower’s rights to receive under this Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled other contributions under or with respect to receive this Agreement and all payments and other contributions due and to become due to the Borrower under or with respect to this SectionAgreement, such payments shall be held whether as contractual obligations, damages or otherwise. (b) The Equity Investor acknowledges and agrees, for the benefit of the Secured Parties, that, pursuant to and in trust foraccordance with the Loan Documents, following the occurrence and promptly turned over toduring the continuation of an Event of Default, the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 Collateral Agent (acting for the benefit of the Management Secured Parties and otherwise in accordance with the Collateral Agency Agreement, before taking ) and any such action such third party permitted assignee or designee thereof shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint PCS shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 all rights of the Management Borrower under this Agreement (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b) and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) the terms hereof (in its own name or in the name of this Agreementthe Borrower), and the Equity Investor shall comply in all respects with such exercise. The Administrative Agent acknowledges Without limiting the generality of the foregoing, following the occurrence and agrees that Sprint PCS shall also have during the right to cure continuation of an Event of Default Default, the Collateral Agent and any assignee or to assist Affiliate in curing an Event of Default but only designee thereof shall have, pursuant and subject to the extent Borrower has the right to so cure under the terms of such Loan Documents, as applicable the full right and power to enforce directly against the Equity Investor all of its obligations under this Agreement and otherwise to exercise all remedies hereunder and to make all demands and give all notices and make all requests required or permitted to be made by the Borrower (it being understood in its own name or in the name of the Borrower) under this Agreement; provided, however, that the act of Sprint PCS curing an Event of Default Equity Investor’s obligations hereunder shall not constitute an independent Event increase as a result of Default unless the act itself would otherwise constitute a Default (e.g. a sale any such exercise of assets not otherwise permitted by the Loan Documents)), including but not limited to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants in the Loan Documents. The Administrative Agent shall have the right to cure any Management Agreement Breachremedies.

Consent and Agreement. Sprint PCS shall not be permitted (a) Sabine hereby acknowledges and irrevocably consents in all respects to deduct or setoff from the assignment by Operator of all its payments right, title and interest in the Assigned Agreement to Affiliate any such amounts it is not entitled to receive under this Section the Collateral Agent as collateral security for the payment and shall not take any action of any type to attempt to collect such reimbursement and performance by the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section, such payments shall be held in trust for, and promptly turned over to, the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 Borrower of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit Borrower’s obligations under the Credit Agreement have terminated or expiredand the performance of Operator’s obligations under the Security Documents. (b) Sabine hereby acknowledges and irrevocably consents in all respects to the right of the Collateral Agent, Sprint PCS shall not be entitled upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, to exercise any other remedies and enforce all rights of Operator under the Sprint Agreements, including, without limitationAssigned Agreement in accordance with the terms of the Assigned Agreement. (c) Upon the exercise by the Collateral Agent of any of the remedies set forth in and in accordance with the terms of the Credit Agreement and the Security Documents, the remedy Collateral Agent may assign its rights and interests and the rights and interests of terminating Operator under the Sprint Agreements Assigned Agreement, subject to clause (except h) hereof. Upon such assignment, the Collateral Agent shall be released from any further liability under the Assigned Agreement or such new agreement to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement interest assigned. (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(bd) Sabine acknowledges and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expiredagrees that, notwithstanding anything to the contrary contained in Section 2.3 the Assigned Agreement, neither of the Management following events shall constitute a default by Operator under the Assigned Agreement or require the consent of Sabine: (i) the provision of the Services (as defined in the Assigned Agreement) by a suitable operator by or on behalf of the Collateral Agent following the occurrence and continuance of an event of default under the Credit Agreement; or (ii) foreclosure or any other enforcement of the rights of the lenders under the Credit Agreement or the Security Documents by the Collateral Agent; provided that the actions taken pursuant to clauses (i) or (ii) otherwise comply with applicable law. (e) Notwithstanding anything to the contrary in the Assigned Agreement, Sabine shall not, without the prior written consent of the Collateral Agent, cancel, suspend performance under or terminate the Assigned Agreement unless Sabine shall have delivered to the Collateral Agent written notice stating that it is entitled to do so under the Assigned Agreement and that it intends to exercise such right on a date no fewer than 30 days after the date of such notice in the case of a payment default or 60 days after the date of such notice in the case of any other default; provided that (i) such cure period shall be extended to such longer period as may be reasonably required to cure such default if the Collateral Agent or its assignee or designee has commenced and is diligently pursuing appropriate action to cure such default (provided, however, that in no event shall such extended period exceed an additional 30 days in the case of a payment default or 60 days in the case of any Person other than Affiliate default) and (ii) if the Collateral Agent or a Successor Manager its designee or assignee is prohibited from curing any such default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving Operator, then such cure period shall be a manager extended for the period of such prohibition. Sabine’s notice shall specify the nature of the default giving rise to its right to cancel, suspend performance under or operator for Sprint PCS with respect terminate the Assigned Agreement and Sabine shall permit Operator and/or the Collateral Agent to cure such default. Nothing herein shall require the Service Area and neither Sprint PCS Collateral Agent to cure any default of Operator under the Assigned Agreement or to perform any act, duty or obligation of Operator under the Assigned Agreement, but shall only give it the option to do so. It being understood that, in the event the Collateral Agent cures any default of Operator under the Assigned Agreement, the Collateral Agent shall have no further obligation to cure any subsequent default or to perform any act, duty or obligation of Operator under the Assigned Agreement. (f) Neither Sabine nor Operator shall, without the prior written consent of the Required Lenders (as defined in the Credit Agreement), (i) enter into any novation, material amendment or other material modification of the Assigned Agreement, (ii) sell, assign or otherwise transfer any of its Related Parties shall ownrights under the Assigned Agreement, operate(iii) terminate, build cancel or manage another wireless mobility communications network suspend its performance under the Assigned Agreement (unless the applicable parties have given the Collateral Agent notice and an opportunity to cure in accordance with clause (e) hereof), (iv) consent to any assignment or other transfer by any other party of its respective rights under the Service AreaAssigned Agreement, except in connection with a refinancing of the Loans made pursuant to the Credit Agreement or, to the extent provided such assignment or transfer does not adversely affect the Lenders under the Credit Agreement, a refinancing of the indebtedness created under the Sabine Indenture or the issuance of Additional Notes (as defined in Sections 2.3(athe Sabine Indenture), (b), (c) or (dv) consent to any voluntary termination, cancellation or suspension of performance by any party under the Assigned Agreement. (g) Sabine shall perform and comply with all material terms and provisions of the Management Assigned Agreement and except to be performed or complied with by it for the extent that benefit of the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(ACollateral Agent. (h) of this Agreement. The Administrative Agent Sabine acknowledges and agrees that Sprint PCS the Collateral Agent shall also not have any liability or obligation under the right Assigned Agreement as a result of this Consent and Agreement, the Security Documents or otherwise, nor shall the Collateral Agent be obligated or required to (i) perform Operator’s obligations under the Assigned Agreement, except during any period in which the Collateral Agent has assumed Operator’s rights and obligations under the Assigned Agreement pursuant to clause (b) above, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Documents. For the avoidance of doubt, Operator and Sabine agree that the payments to be made by Sabine to Operator under the Assigned Agreement, or as otherwise provided for in this Consent and Agreement, are conditioned upon the performance of Operator’s obligations under the Assigned Agreement. Except as set forth above, neither the Collateral Agent, its designee or assignee nor any other party secured by the Security Documents shall be liable for the performance or observance of any of the obligations or duties of Operator under the Assigned Agreement, including the performance by the Collateral Agent or its designee or assignee of any cure an Event of Default default permitted pursuant to paragraph (b) above, and, except as set forth above, the assignment of the Assigned Agreement by Operator to the Collateral Agent or its designee or assignee pursuant to assist Affiliate the Credit Agreement or the Security Documents shall not give rise to any duties or obligations owing to Operator on the part of any of the parties secured by the Credit Agreement or the Security Documents. (i) If (i) the Assigned Agreement is rejected by a trustee or debtor-in-possession in curing an Event any bankruptcy or insolvency proceeding involving Operator or (ii) the Assigned Agreement is terminated as a result of Default but only any bankruptcy or insolvency proceeding involving Operator, and if within 90 days after such rejection or termination, the Collateral Agent or its designee or assignee shall so request and shall certify in writing to Sabine that it intends to perform the obligations of Operator as and to the extent Borrower has the right to so cure required under the Loan DocumentsAssigned Agreement, Sabine shall execute and deliver to the Collateral Agent or such designee or assignee a new agreement (“new Assigned Agreement”), (A) pursuant to which new Assigned Agreement Sabine shall agree to perform the obligations contemplated to be performed by Sabine under the original Assigned Agreement and the Collateral Agent or such designee or assignee shall agree to perform the obligations contemplated to be performed by Operator under the original Assigned Agreement, (B) which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and (C) which shall contain the same conditions, agreements, terms, provisions and limitations as applicable the original Assigned Agreement (it being understood except for any requirements which have been fulfilled by Operator prior to such rejection or termination). References in this Consent and Agreement to an “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement. (j) To the extent that any term or provision of this Consent and Agreement constitutes a material amendment of the Assigned Agreement, within one (1) Business Day of the execution hereof, Sabine hereby agrees to deliver a copy of this Consent and Agreement to the Collateral Trustee under the Sabine Indenture along with a certificate of an Authorized Officer (as defined in the Sabine Indenture) certifying that the act of Sprint PCS curing an Event of Default shall proposed amendment or termination could not constitute an independent Event of Default unless the act itself would otherwise constitute reasonably be expected to have a Default Material Adverse Effect (e.g. a sale of assets not otherwise permitted by the Loan Documents)), including but not limited to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants as defined in the Loan Documents. The Administrative Sabine Indenture). (k) Sabine shall deliver to the Collateral Agent at the address set forth on the signature pages hereof, or at such other address as the Collateral Agent may designate in writing from time to time to Sabine, concurrently with the delivery thereof to Operator a copy of each material notice, request or demand (other than such notices delivered in the ordinary course of business) given by Sabine to Operator pursuant to the Assigned Agreement. (l) Sabine hereby agrees that it shall have not, nor shall it enter into any agreement permitting Sabine to, set off, counter-claim or otherwise withhold any payment owing under the right Assigned Agreement on account of any amounts owed to cure Sabine by any Management Agreement Breachof Operator, the Collateral Agent or any of their respective subsidiaries, affiliates, successors or permitted assigns. (m) In a bankruptcy or insolvency proceeding involving Operator, nothing contained herein shall affect or otherwise limit Sabine’s rights to assert claims and interests against Operator in such proceeding and otherwise participate as a creditor or party in interest in such proceeding.

Consent and Agreement. Sprint PCS Iridium LLC hereby acknowledges and agrees: SECTION 6.01. Iridium LLC hereby acknowledges notice and receipt of the Security Agreement and consents to the assignment by the Company of all its rights in and under the Management Services Agreement pursuant to the Security Agreement. SECTION 6.02. In connection with any exercise by the Collateral Agent of any of its remedies under the Security Agreement, the Collateral Agent shall not be entitled to exercise any and all rights of the Company under the Management Services Agreement in accordance with its terms, and Iridium LLC shall comply in all respects with such exercise. Without limiting the foregoing, in connection with the exercise by the Collateral Agent of such remedies, the Collateral Agent shall have the full right and power to enforce directly against Iridium LLC all obligations of Iridium LLC owing to the Company under the Management Services Agreement and otherwise to exercise all remedies of the Company thereunder and to make all demands and give all notices and make all requests required or permitted to deduct be made by the Company under the Management Services Agreement. The Collateral Agent shall have the right, but not the obligation, to cure all defaults of the Company and to pay all sums owing by the Company under the Management Services Agreement in accordance with this Article. SECTION 6.03. Iridium LLC will not, without the prior written consent of the Collateral Agent, (i) cancel or setoff from terminate, or suspend performance under, or exercise any right to consent to or accept any cancellation, termination or suspension of, the Management Services Parent Security Agreement 207 -20- Agreement, unless prior thereto Iridium LLC shall have delivered to the Collateral Agent written notice stating that it intends to take such action on a date not less than 90 days after the date of such notice, specifying the nature of the default or other event under the Management Services Agreement entitling Iridium LLC to take such action (and, in the case of a payment default by the Company, specifying the amount thereof) and permitting the Collateral Agent to cure such payment default by making a payment equal to the amount in default or by performing or causing to be performed any other obligation in default, (ii) transfer, sell, assign, delegate or otherwise dispose of any part of its payments interests in the Management Services Agreement, or (iii) petition, request or take any other legal or administrative action which seeks, or may reasonably be expected, to Affiliate rescind, terminate or suspend or amend or modify the Management Services Agreement or any part thereof in any manner prohibited by clause (i) or (ii) above. In furtherance of clause (i) of the immediately preceding sentence, Iridium LLC agrees that, notwithstanding anything contained in the Management Services Agreement to the contrary, upon the occurrence of a default by the Company under such amounts it is not entitled Management Services Agreement entitling Iridium LLC to receive under this Section and shall cancel or terminate such Management Services Agreement or to suspend performance thereunder, Iridium LLC will not take any action to cancel or terminate, or suspend performance under, such Management Services Agreement if, within a 90-day period after the date on which the Collateral Agent shall have received notice of such default from Iridium LLC, the Collateral Agent commences steps to cure such default and/or otherwise to institute enforcement proceedings to acquire the Company's interest in the Management Services Agreement or the Iridium Business and thereafter the Collateral Agent diligently pursues such steps or proceedings and all payment defaults of the Company under the Management Services Agreement have been cured within such 90-day period. Effective upon any transfer of the Company's interest in the Management Services Agreement to any other Person, Iridium LLC will grant the relevant transferee a reasonable period of time to cure such default (but, in no event with respect to any payment default, exceeding a maximum of 90 days after receipt of notice of such payment default by the Collateral Agent, as contemplated above). Except as provided in Section 6.05, no curing or attempt to cure any of the Company's defaults under the Management Services Agreement shall be construed as an assumption by the Collateral Agent or any other Secured Party of any type covenants, agreements or obligations of the Company under the Management Services Agreement and neither the Collateral Agent nor any other Secured Party shall have any obligation to attempt Iridium LLC for the performance of any obligation under the Management Services Agreement. In connection with any cure pursuant to collect such reimbursement this Section of the Company's default(s) under the Management Services Agreement or any assumption by any Person of the Company's liabilities thereunder, only those obligations and liabilities arising expressly under the failure Management Services Agreement shall be required to be so reimbursed cured or assumed, as the case may be. Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be intended to restrict in any way any merger or consolidation to which Iridium LLC is a party or the sale of all or substantially all of the assets of Iridium LLC and its Subsidiaries, provided that, in connection with any such transaction, if Iridium LLC is not the surviving entity of such transaction, the surviving entity or purchaser, as the case may be, expressly assumes in writing the obligations of Iridium LLC under the Management Services Agreement. Notwithstanding anything herein to the contrary, the restrictions under this Article shall not constitute apply to any of the arrangements between Iridium LLC and IWCL as set forth in the Management Services Agreement. SECTION 6.04. Iridium LLC shall deliver to the Administrative Agent at the address provided for in Section 11.01 of the Credit Agreement, or at such other address as the Administrative Agent may designate in writing from time to time to Iridium LLC, promptly following the delivery thereof to the Company, a copy of each material notice from Iridium LLC to the Company under the Management Services Agreement Breachother than periodic demands for payment not then overdue. Promptly following its receipt thereof, Iridium LLC will deliver to the Administrative Agent at the address specified above a copy of each material notice from the Company to Iridium LLC under the Management Services Agreement. SECTION 6.05. Iridium LLC agrees that, in connection with the exercise by the Collateral Agent of its remedies under the Security Agreement with respect to the Management Services Agreement, Iridium LLC shall recognize the Collateral Agent as the Company for purposes of the Management Services Agreement in accordance with this Agreement. In the event that Sprint PCS receives the Collateral Agent succeeds to the Company's interests under the Management Services Agreement in accordance with the Security Agreement, the Collateral Agent shall assume liability for all of the Company's obligations under the Management Services Agreement, provided, however, that such liability shall not include any liability for claims of Iridium LLC against the Company arising from the Company's failure to perform during the period prior to the Collateral Agent's succession to the Company's interests under the Management Services Agreement other than the payments obligations of the Company expressly provided for in the Management Services Agreement. Except as otherwise set forth in the immediately preceding sentence, none of the Secured Parties shall be liable for the performance or distributions observance or any of the obligations or duties of the Company under any of the Management Services Agreement, nor shall the assignment of the Management Services Agreement by the Company to the Collateral Agent pursuant to the Security Agreement give rise to any duties or obligations whatsoever on the part of any of the Secured Parties owing to Iridium LLC. If the Collateral Agent succeeds to the Company's interests under the Management Services Agreement pursuant to the Security Agreement, Iridium LLC and the Collateral Agent shall negotiate in good faith an equitable adjustment to the amounts payable thereunder to compensate Iridium LLC for any additional costs reasonably incurred by Iridium LLC following the failure of the Company to perform its obligations that resulted in the enforcement by the Collateral Agent of its remedies under the Security Agreement until the date on which the Collateral Agent shall have assumed the obligations of the Company under the Management Services Agreement. Notwithstanding the foregoing, Iridium LLC shall not be relieved of its obligations to perform under the Management Services Agreement as a result of the parties' failure to agree upon an equitable adjustment to the amounts payable thereunder. SECTION 6.06. In the event that (i) the Management Services Agreement is rejected by a trustee, liquidator, debtor-in-possession or similar entity or person in any bankruptcy, insolvency or other similar proceeding involving the Company or (ii) the Management Services Agreement is terminated as a result of any bankruptcy, insolvency or similar proceeding involving the Company and, if within 90 days after such rejection, the Collateral Agent shall so request and shall certify in writing to Iridium LLC that it is intends to perform the obligations of the Company as and to the extent required under the Management Services Agreement (as if it had not entitled been rejected or terminated, but otherwise only to receive the extent such obligations would be undertaken had such person or entity succeeded to the Company thereunder pursuant to Section 6.07, Iridium LLC will execute and deliver to the Collateral Agent a new agreement amending or replacing the original affected Management Services Agreement which shall be for the balance of the remaining term under such affected Management Services Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as such affected Management Services Agreement (except for any requirements which have been fulfilled by the Company and Iridium LLC prior to such rejection or termination or which are not required to be undertaken by such person or entity). If the Collateral Agent and Iridium LLC enter into such a new agreement in accordance with this Section, Iridium LLC and the Collateral Agent shall negotiate in good faith an equitable adjustment to the amounts payable thereunder to compensate Iridium LLC for any additional costs reasonably incurred by Iridium LLC during the period from and including the date such payments bankruptcy, insolvency or similar proceeding was commenced to and including the date on which the Collateral Agent shall be held certify in trust for, and promptly turned over to, writing that it intends to perform the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 obligations of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint PCS shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement (subject to Sprint PCS's rights of setoff or recoupment Company with respect to such payments new agreement. Notwithstanding the foregoing provisions, Iridium LLC shall not be relieved of its obligations to perform under such new agreement as permitted result of the parties' failure to agree upon such an equitable adjustment. References in this Agreement to a "Management Services Agreement" shall be deemed also to refer to the new Management Services Agreement in replacement thereof. SECTION 6.07. In connection with the exercise by the Collateral Agent of its remedies under Sections 2the Security Agreement, 4(bthe Collateral Agent may assign its rights and interests and the rights and interests of the Company under the Management Services Agreement to any other Person, provided that such Person shall assume all of the obligations of the Company under the Management Services Agreement(s) and 5(bshall have obtained all Government Approvals (if any) necessary to perform such obligations. Upon such assignment and assumption, the Collateral Agent shall be relieved of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit obligations (if any) under the Credit Management Services Agreement(s) arising after such assignment and assumption. SECTION 6.08. It is acknowledged and agreed that the Collateral Agent may employ agents and attorneys-in-fact in exercising its remedies under the Security Agreement, and in that connection may designate another entity to take action on behalf of the Collateral Agent including, but not limited to, the enforcement of and/or acquisition of the Company's rights in the Management Services Agreement have terminated or expiredotherwise in respect of the Iridium Business. It is further acknowledged and agreed that in connection with the exercise by the Collateral Agent of such remedies, notwithstanding anything to the contrary contained Collateral Agent may cause the Company's rights in Section 2.3 any or all of the Management Agreement, in no event shall any Person Services Agreement (and/or other than Affiliate assets associated with the Iridium Business) to be transferred or assigned to a Successor Manager be a manager or operator for Sprint PCS with respect third party pursuant to the Service Area Security Agreement (a "transferee"). The provisions of this Article are intended to benefit the Collateral Agent, its agents, attorneys-in-fact and neither Sprint PCS nor any of its Related Parties designees (collectively, the "designees") and each transferee. Accordingly, unless the context otherwise requires, references to "Collateral Agent" or "Administrative Agent" in this Article shall own, operate, build or manage another wireless mobility communications network in the Service Area, except be deemed to include references to designees and transferees thereof permitted pursuant to the extent Security Agreement (regardless of whether so expressly provided in Sections 2.3(aherein), (b), (c) and all actions permitted to be taken by the Collateral Agent or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Borrower has the right to so cure under the Loan DocumentsAgent, as applicable (it being understood that the act of Sprint PCS curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted case may be, under this Agreement may be taken by the Loan Documents))any such designee or transferee, including but not limited to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants in the Loan Documentsas appropriate. The Administrative Agent shall have the right to cure any Management Agreement Breach.ARTICLE VII

Consent and Agreement. Sprint PCS shall not be permitted (a) CQP GP hereby acknowledges and irrevocably consents in all respects to deduct or setoff from the assignment by O&M of all its payments right, title and interest in the Assigned Agreement to Affiliate any such amounts it is not entitled to receive under this Section the Collateral Agent as collateral security for the payment and shall not take any action of any type to attempt to collect such reimbursement and performance by the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section, such payments shall be held in trust for, and promptly turned over to, the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 Borrower of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit Borrower’s obligations under the Credit Agreement have terminated or expiredand the performance of O&M’s obligations under the Security Documents. (b) CQP GP hereby acknowledges and irrevocably consents in all respects to the right of the Collateral Agent, Sprint PCS shall not be entitled upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, to exercise any other remedies and enforce all rights of O&M under the Sprint Agreements, including, without limitationAssigned Agreement in accordance with the terms of the Assigned Agreement. (c) Upon the exercise by the Collateral Agent of any of the remedies set forth in and in accordance with the terms of the Credit Agreement and the Security Documents, the remedy Collateral Agent may assign its rights and interests and the rights and interests of terminating O&M under the Sprint Agreements Assigned Agreement, subject to clause (except h) hereof. Upon such assignment, the Collateral Agent shall be released from any further liability under the Assigned Agreement or such new agreement to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement interest assigned. (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(bd) CQP GP acknowledges and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expiredagrees that, notwithstanding anything to the contrary contained in Section 2.3 the Assigned Agreement, neither of the Management following events shall constitute a default by O&M under the Assigned Agreement or require the consent of CQP GP: (i) the provision of the Services (as defined in the Assigned Agreement) by a suitable operator by or on behalf of the Collateral Agent following the occurrence and continuance of an event of default under the Credit Agreement; or (ii) foreclosure or any other enforcement of the rights of the lenders under the Credit Agreement or the Security Documents by the Collateral Agent; provided that the actions taken pursuant to clauses (i) or (ii) otherwise comply with applicable law. (e) Notwithstanding anything to the contrary in the Assigned Agreement, CQP GP shall not, without the prior written consent of the Collateral Agent, cancel, suspend performance under or terminate the Assigned Agreement unless CQP GP shall have delivered to the Collateral Agent written notice stating that it is entitled to do so under the Assigned Agreement and that it intends to exercise such right on a date no fewer than 30 days after the date of such notice in the case of a payment default or 60 days after the date of such notice in the case of any other default; provided that (i) such cure period shall be extended to such longer period as may be reasonably required to cure such default if the Collateral Agent or its assignee or designee has commenced and is diligently pursuing appropriate action to cure such default (provided, however, that in no event shall such extended period exceed an additional 30 days in the case of a payment default or 60 days in the case of any Person other than Affiliate default) and (ii) if the Collateral Agent or a Successor Manager its designee or assignee is prohibited from curing any such default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving O&M, then such cure period shall be a manager extended for the period of such prohibition. CQP GP’s notice shall specify the nature of the default giving rise to its right to cancel, suspend performance under or operator for Sprint PCS with respect terminate the Assigned Agreement and CQP GP shall permit O&M and/or the Collateral Agent to cure such default. Nothing herein shall require the Service Area and neither Sprint PCS Collateral Agent to cure any default of O&M under the Assigned Agreement or to perform any act, duty or obligation of O&M under the Assigned Agreement, but shall only give it the option to do so. It being understood that, in the event the Collateral Agent cures any default of O&M under the Assigned Agreement, the Collateral Agent shall have no further obligation to cure any subsequent default or to perform any act, duty or obligation of O&M under the Assigned Agreement. (f) Neither CQP GP nor O&M shall, without the prior written consent of the Required Lenders (as defined in the Credit Agreement), (i) enter into any novation, material amendment or other material modification of the Assigned Agreement, (ii) sell, assign or otherwise transfer any of its Related Parties shall ownrights under the Assigned Agreement, operate(iii) terminate, build cancel or manage another wireless mobility communications network suspend its performance under the Assigned Agreement (unless the applicable parties have given the Collateral Agent notice and an opportunity to cure in accordance with clause (e) hereof), (iv) consent to any assignment or other transfer by any other party of its respective rights under the Service AreaAssigned Agreement, except in connection with a refinancing of the Loans made pursuant to the Credit Agreement or, to the extent provided such assignment or transfer does not adversely affect the Lenders under the Credit Agreement, a refinancing of the indebtedness created under the Sabine Indenture or the issuance of Additional Notes (as defined in Sections 2.3(athe Sabine Indenture), (b), (c) or (dv) consent to any voluntary termination, cancellation or suspension of performance by any party under the Assigned Agreement. (g) CQP GP shall perform and comply with all material terms and provisions of the Management Assigned Agreement and except to be performed or complied with by it for the extent that benefit of the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(ACollateral Agent. (h) of this Agreement. The Administrative Agent CQP GP acknowledges and agrees that Sprint PCS the Collateral Agent shall also not have any liability or obligation under the right Assigned Agreement as a result of this Consent and Agreement, the Security Documents or otherwise, nor shall the Collateral Agent be obligated or required to (i) perform O&M’s obligations under the Assigned Agreement, except during any period in which the Collateral Agent has assumed O&M’s rights and obligations under the Assigned Agreement pursuant to clause (b) above, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Documents. For the avoidance of doubt, O&M and CQP GP agree that the payments to be made by CQP GP to O&M under the Assigned Agreement, or as otherwise provided for in this Consent and Agreement, are conditioned upon the performance of O&M’s obligations under the Assigned Agreement. Except as set forth above, neither the Collateral Agent, its designee or assignee nor any other party secured by the Security Documents shall be liable for the performance or observance of any of the obligations or duties of O&M under the Assigned Agreement, including the performance by the Collateral Agent or its designee or assignee of any cure an Event of Default default permitted pursuant to paragraph (b) above, and, except as set forth above, the assignment of the Assigned Agreement by O&M to the Collateral Agent or its designee or assignee pursuant to assist Affiliate the Credit Agreement or the Security Documents shall not give rise to any duties or obligations owing to O&M on the part of any of the parties secured by the Credit Agreement or the Security Documents. (i) If (i) the Assigned Agreement is rejected by a trustee or debtor-in-possession in curing an Event any bankruptcy or insolvency proceeding involving O&M or (ii) the Assigned Agreement is terminated as a result of Default but only any bankruptcy or insolvency proceeding involving O&M, and if within 90 days after such rejection or termination, the Collateral Agent or its designee or assignee shall so request and shall certify in writing to CQP GP that it intends to perform the obligations of O&M as and to the extent Borrower has the right to so cure required under the Loan DocumentsAssigned Agreement, as applicable CQP GP shall execute and deliver to the Collateral Agent or such designee or assignee a new agreement (it being understood that the act of Sprint PCS curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted by the Loan Documents)“new Assigned Agreement”), including but not limited (A) pursuant to Sprint PCS's providing Borrower which new Assigned Agreement CQP GP shall agree to perform the funds necessary obligations contemplated to operate be performed by CQP GP under the original Assigned Agreement and the Collateral Agent or meet certain financial covenants such designee or assignee shall agree to perform the obligations contemplated to be performed by O&M under the original Assigned Agreement, (B) which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and (C) which shall contain the same conditions, agreements, terms, provisions and limitations as the original Assigned Agreement (except for any requirements which have been fulfilled by O&M prior to such rejection or termination). References in this Consent and Agreement to an “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement. (j) CQP GP shall deliver to the Collateral Agent at the address set forth on the signature pages hereof, or at such other address as the Collateral Agent may designate in writing from time to time to CQP GP, concurrently with the delivery thereof to O&M a copy of each material notice, request or demand (other than such notices delivered in the Loan Documents. The Administrative ordinary course of business) given by CQP GP to O&M pursuant to the Assigned Agreement. (k) CQP GP hereby agrees that it shall not, nor shall it enter into any agreement permitting CQP GP to, set off, counter-claim or otherwise withhold any payment owing under the Assigned Agreement on account of any amounts owed to CQP GP by any of O&M, the Collateral Agent or any of their respective subsidiaries, affiliates, successors or permitted assigns. (l) In a bankruptcy or insolvency proceeding involving O&M, nothing contained herein shall have the right affect or otherwise limit CQP GP’s rights to cure any Management Agreement Breachassert claims and interests against O&M in such proceeding and otherwise participate as a creditor or party in interest in such proceeding.

Consent and Agreement. Sprint PCS shall not be permitted (a) Sabine hereby acknowledges and irrevocably consents in all respects to deduct or setoff from the assignment by Manager of all its payments right, title and interest in the Assigned Agreement to Affiliate any such amounts it is not entitled to receive under this Section the Collateral Agent as collateral security for the payment and shall not take any action of any type to attempt to collect such reimbursement and performance by the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section, such payments shall be held in trust for, and promptly turned over to, the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 Borrower of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit Borrower’s obligations under the Credit Agreement have terminated or expiredand the performance of Manager’s obligations under the Security Documents. (b) Sabine hereby acknowledges and irrevocably consents in all respects to the right of the Collateral Agent, Sprint PCS shall not be entitled upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, to exercise any other remedies and enforce all rights of Manager under the Sprint Agreements, including, without limitationAssigned Agreement in accordance with the terms of the Assigned Agreement. (c) Upon the exercise by the Collateral Agent of any of the remedies set forth in and in accordance with the terms of the Credit Agreement and the Security Documents, the remedy Collateral Agent may assign its rights and interests and the rights and interests of terminating Manager under the Sprint Agreements Assigned Agreement, subject to clause (except h) hereof. Upon such assignment, the Collateral Agent shall be released from any further liability under the Assigned Agreement or such new agreement to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement interest assigned. (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(bd) Sabine acknowledges and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expiredagrees that, notwithstanding anything to the contrary contained in Section 2.3 the Assigned Agreement, neither of the Management following events shall constitute a default by Manager under the Assigned Agreement or require the consent of Sabine: (i) the provision of the Services (as defined in the Assigned Agreement) by a suitable operator by or on behalf of the Collateral Agent following the occurrence and continuance of an event of default under the Credit Agreement; or (ii) foreclosure or any other enforcement of the rights of the lenders under the Credit Agreement or the Security Documents by the Collateral Agent; provided that the actions taken pursuant to clauses (i) or (ii) otherwise comply with applicable law. (e) Notwithstanding anything to the contrary in the Assigned Agreement, Sabine shall not, without the prior written consent of the Collateral Agent, cancel, suspend performance under or terminate the Assigned Agreement unless Sabine shall have delivered to the Collateral Agent written notice stating that it is entitled to do so under the Assigned Agreement and that it intends to exercise such right on a date no fewer than 30 days after the date of such notice in the case of a payment default or 60 days after the date of such notice in the case of any other default; provided that (i) such cure period shall be extended to such longer period as may be reasonably required to cure such default if the Collateral Agent or its assignee or designee has commenced and is diligently pursuing appropriate action to cure such default (provided, however, that in no event shall such extended period exceed an additional 30 days in the case of a payment default or 60 days in the case of any Person other than Affiliate default) and (ii) if the Collateral Agent or a Successor its designee or assignee is prohibited from curing any such default by any process, stay or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency proceeding or other similar proceeding involving Manager, then such cure period shall be extended for the period of such prohibition. Sabine’s notice shall specify the nature of the default giving rise to its right to cancel, suspend performance under or terminate the Assigned Agreement and Sabine shall permit Manager be a manager and/or the Collateral Agent to cure such default. Nothing herein shall require the Collateral Agent to cure any default of Manager under the Assigned Agreement or operator for Sprint PCS with respect to perform any act, duty or obligation of Manager under the Service Area and neither Sprint PCS Assigned Agreement, but shall only give it the option to do so. It being understood that, in the event the Collateral Agent cures any default of Manager under the Assigned Agreement, the Collateral Agent shall have no further obligation to cure any subsequent default or to perform any act, duty or obligation of Manager under the Assigned Agreement. (f) Neither Sabine nor Manager shall, without the prior written consent of the Required Lenders (as defined in the Credit Agreement), (i) enter into any novation, material amendment or other material modification of the Assigned Agreement, (ii) sell, assign or otherwise transfer any of its Related Parties shall ownrights under the Assigned Agreement, operate(iii) terminate, build cancel or manage another wireless mobility communications network suspend its performance under the Assigned Agreement (unless the applicable parties have given the Collateral Agent notice and an opportunity to cure in accordance with clause (e) hereof), (iv) consent to any assignment or other transfer by any other party of its respective rights under the Service AreaAssigned Agreement, except in connection with a refinancing of the Loans made pursuant to the Credit Agreement or, to the extent provided such assignment or transfer does not adversely affect the Lenders under the Credit Agreement, a refinancing of the indebtedness created under the Sabine Indenture or the issuance of Additional Notes (as defined in Sections 2.3(athe Sabine Indenture), (b), (c) or (dv) consent to any voluntary termination, cancellation or suspension of performance by any party under the Assigned Agreement. (g) Sabine shall perform and comply with all material terms and provisions of the Management Assigned Agreement and except to be performed or complied with by it for the extent that benefit of the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(ACollateral Agent. (h) of this Agreement. The Administrative Agent Sabine acknowledges and agrees that Sprint PCS the Collateral Agent shall also not have any liability or obligation under the right Assigned Agreement as a result of this Consent and Agreement, the Security Documents or otherwise, nor shall the Collateral Agent be obligated or required to (i) perform Manager’s obligations under the Assigned Agreement, except during any period in which the Collateral Agent has assumed Manager’s rights and obligations under the Assigned Agreement pursuant to clause (b) above, or (ii) take any action to collect or enforce any claim for payment assigned under the Security Documents. For the avoidance of doubt, Manager and Sabine agree that the payments to be made by Sabine to Manager under the Assigned Agreement, or as otherwise provided for in this Consent and Agreement, are conditioned upon the performance of Manager’s obligations under the Assigned Agreement. Except as set forth above, neither the Collateral Agent, its designee or assignee nor any other party secured by the Security Documents shall be liable for the performance or observance of any of the obligations or duties of Manager under the Assigned Agreement, including the performance by the Collateral Agent or its designee or assignee of any cure an Event of Default default permitted pursuant to paragraph (b) above, and, except as set forth above, the assignment of the Assigned Agreement by Manager to the Collateral Agent or its designee or assignee pursuant to assist Affiliate the Credit Agreement or the Security Documents shall not give rise to any duties or obligations owing to Manager on the part of any of the parties secured by the Credit Agreement or the Security Documents. (i) If (i) the Assigned Agreement is rejected by a trustee or debtor-in-possession in curing an Event any bankruptcy or insolvency proceeding involving Manager or (ii) the Assigned Agreement is terminated as a result of Default but only any bankruptcy or insolvency proceeding involving Manager, and if within 90 days after such rejection or termination, the Collateral Agent or its designee or assignee shall so request and shall certify in writing to Sabine that it intends to perform the obligations of Manager as and to the extent Borrower has the right to so cure required under the Loan DocumentsAssigned Agreement, Sabine shall execute and deliver to the Collateral Agent or such designee or assignee a new agreement (“new Assigned Agreement”), (A) pursuant to which new Assigned Agreement Sabine shall agree to perform the obligations contemplated to be performed by Sabine under the original Assigned Agreement and the Collateral Agent or such designee or assignee shall agree to perform the obligations contemplated to be performed by Manager under the original Assigned Agreement, (B) which shall be for the balance of the remaining term under the original Assigned Agreement before giving effect to such rejection or termination and (C) which shall contain the same conditions, agreements, terms, provisions and limitations as applicable the original Assigned Agreement (it being understood except for any requirements which have been fulfilled by Manager prior to such rejection or termination). References in this Consent and Agreement to an “Assigned Agreement” shall be deemed also to refer to the new Assigned Agreement. (j) To the extent that any term or provision of this Consent and Agreement constitutes a material amendment of the Assigned Agreement, within one (1) Business Day of the execution hereof, Sabine hereby agrees to deliver a copy of this Consent and Agreement to the Collateral Trustee under the Sabine Indenture along with a certificate of an Authorized Officer (as defined in the Sabine Indenture) certifying that the act of Sprint PCS curing an Event of Default shall proposed amendment or termination could not constitute an independent Event of Default unless the act itself would otherwise constitute reasonably be expected to have a Default Material Adverse Effect (e.g. a sale of assets not otherwise permitted by the Loan Documents)), including but not limited to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants as defined in the Loan Documents. The Administrative Sabine Indenture). (k) Sabine shall deliver to the Collateral Agent at the address set forth on the signature pages hereof, or at such other address as the Collateral Agent may designate in writing from time to time to Sabine, concurrently with the delivery thereof to Manager a copy of each material notice, request or demand (other than such notices delivered in the ordinary course of business) given by Sabine to Manager pursuant to the Assigned Agreement. (l) Sabine hereby agrees that it shall have not, nor shall it enter into any agreement permitting Sabine to, set off, counter-claim or otherwise withhold any payment owing under the right Assigned Agreement on account of any amounts owed to cure Sabine by any Management Agreement Breachof Manager, the Collateral Agent or any of their respective subsidiaries, affiliates, successors or permitted assigns. (m) In a bankruptcy or insolvency proceeding involving Manager, nothing contained herein shall affect or otherwise limit Sabine’s rights to assert claims and interests against Manager in such proceeding and otherwise participate as a creditor or party in interest in such proceeding.

Consent and Agreement. Sprint PCS shall not be permitted (a) JCBG will make all payments due under or in connection with the Assigned Agreement directly to deduct the Collateral Account, or setoff from its otherwise in accordance with the instructions of the Collateral Agent, in U.S. Dollars in immediately available and freely transferable funds. (b) All payments referred to Affiliate any such amounts it is not entitled to receive under this Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section, such payments in paragraph (a) above shall be held in trust made by JCBG irrespective of, and without deduction for, and promptly turned over toany counterclaim, the parties entitled thereto. If Sprint PCS has designated a third party to take action under Section 11.6.3 of the Management Agreementdefense, before taking any such action such third party recoupment or set-off. (c) The Collateral Agent shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint PCS shall not be entitled to exercise any other and all rights and remedies of Enertec Exports under the Sprint Agreements, includingAssigned Agreement in accordance with the terms of the Credit and Security Agreement. (d) JCBG will not, without limitationthe prior written consent of the Collateral Agent, (i) cancel or terminate the remedy Assigned Agreement or consent to or accept any cancellation or termination thereof, or (ii) amend or otherwise modify the Assigned Agreement, or (iii) waive (either expressly or by conduct) any provision of terminating the Sprint Agreements Assigned Agreement, or (except iv) make any prepayment of amounts to become due under or in connection with the extent permitted Assigned Agreement. (e) The Collateral Agent shall not be liable for any obligation or duty of Enertec Exports under Sections 6(b)(ii)(Athe Assigned Agreement or in relation thereto. (f) JCBG shall deliver an opinion of its internal counsel in substantially the form attached hereto as Exhibit A. (g) The Notice of Pledge and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b) and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid shall remain in full force and effect until the payment in cash full of all Secured Obligations or upon delivery of written notice of termination by the Collateral Agent and all commitments the Administrative Agent in the form attached hereto as Exhibit B. (h) JCBG shall notify the Collateral Agent of each payment referred to advance credit under in paragraph (a) above on the Credit Agreement have terminated or expired, notwithstanding anything date that such payment is made. Notice to the contrary contained in Section 2.3 Collateral Agent shall be made by submission by facsimile of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network an Assigned Agreement Payment Notice in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) form of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Borrower has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted by the Loan Documents)), including but not limited to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants in the Loan Documents. The Administrative Agent shall have the right to cure any Management Agreement BreachExhibit C hereto.