Common use of Consent to Security Interest Clause in Contracts

Consent to Security Interest. In connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, (a) Borrower has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto including but not limited to the Operating Assets, and a first priority security interest in and pledge of all partnership interests, membership interests or other equity interests in each Affiliate (collectively, the "Pledged Equity"), and (b) each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, including but not limited to the Operating Assets, and a first priority security interest and lien upon the rights of Affiliate in, to and under the Sprint Agreements. The foregoing security interests, liens and pledges are referred to collectively as the "Security Interests" and the foregoing assets and property in which the Administrative Agent, for the benefit of the Lenders, has been or will be granted a first priority security interest in and lien are referred to collectively as the "Collateral". In addition to the foregoing, each of the other affiliated entities of Borrower and each Affiliate have granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, which security interests and liens are referred to collectively as the "Additional Security Interests" and which assets and property are referred to collectively as the "Additional Collateral." Each Sprint Party (i) acknowledges notice of the Credit Agreement and the other Loan Documents, (ii) consents to the granting of the Security Interests in the Collateral and of the Additional Security Interests in the Additional Collateral to the Administrative Agent, for the benefit of the Lenders, and (iii) agrees that (a) neither it nor any subsidiary of Sprint Corporation will challenge or contest that the Security Interests and the Additional Security Interests are valid, enforceable and duly perfected first priority security interests and liens in and to the Collateral and the Additional Collateral, (b) neither it nor any subsidiary of Sprint Corporation will argue that any such Security Interest or Additional Security Interest is subject to avoidance, limitation or subordination under any legal or equitable theory or cause of action, and (c) so long as an Affiliate's Management Agreement is in effect, it will not sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use; provided, however, that notwithstanding the foregoing, a Sprint Party may at any time sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use in accordance with a transaction allowed under Section 17.15.5 of such Affiliate's Management Agreement, so long as the buyer, transferee or assignee, as the case may be, agrees to be bound by the terms of this Consent and Agreement with respect to the assets bought, transferred and assigned, and a Sprint Party may at any time sell, transfer or assign its rights and obligations under all of the Alamosa Management Agreements, Alamosa Services Agreements and any related agreements to a third party as permitted under such Section 17.15.5. Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1 and 17.15.2 of the Alamosa Management Agreements do not apply to the assignment of any Affiliate's rights under the Alamosa Sprint Agreements to the Administrative Agent or the Lenders under the Loan Documents or in connection with a transaction permitted pursuant to this Consent and Agreement to any other Person pursuant to the Loan Documents or to any other assignment in connection with any transaction permitted pursuant to this Consent and Agreement and (ii) Section 17.15.3 of the Alamosa Management Agreements shall not apply to any Change of Control of any Affiliate in connection with the exercise by the Administrative Agent of any of its rights or remedies under the Loan Documents, including without limitation in connection with the sale of the partnership, membership or shareholder interests of such Affiliate to any Person or to any other Change of Control of such Affiliate; provided, however, Section 17.15.3 of the Alamosa Management Agreements shall apply to any such transaction if such transaction is not with the Administrative Agent or the Lenders or is not a transaction permitted pursuant to this Consent and Agreement. It is understood that any assignment described in this Section 1 to the Administrative Agent or the Lenders is hereby consented to by the Sprint Parties; provided, that any subsequent assignment by the Administrative Agent or the Lenders shall be in accordance with the terms of this Consent and Agreement.

Consent to Security Interest. In connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, (a) Borrower has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto including but not limited to the Operating Assetsthereto, and a first priority security interest in and pledge of all partnership interests, membership interests or other equity interests in each Affiliate (collectively, the "Pledged Equity"), and (b) each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, including but not limited to the Operating Assets, and a first priority security interest and lien upon the rights of Affiliate in, to and under the Sprint Agreements. The foregoing security interests, liens and pledges are referred to collectively as the "Security Interests" and the foregoing assets and property in which the Administrative Agent, for the benefit of the Lenders, has been or will be granted a first priority security interest in and lien are referred to collectively as the "Collateral". In addition to the foregoing, each of the other affiliated entities of Borrower and each Affiliate have granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, which security interests and liens are referred to collectively as the "Additional Security Interests" and which assets and property are referred to collectively as the "Additional Collateral." Each Sprint Party (i) acknowledges notice of the Credit Agreement and the other Loan Documents, (ii) consents to the granting of the Security Interests in the Collateral and of the Additional Security Interests in the Additional Collateral to the Administrative Agent, for the benefit of the Lenders, and (iii) agrees that (a) neither it nor any subsidiary of Sprint Corporation will challenge or contest that the Security Interests and the Additional Security Interests are valid, enforceable and duly perfected first priority security interests and liens in and to the Collateral and the Additional Collateral, (b) neither it nor any subsidiary of Sprint Corporation will argue that any such Security Interest or Additional Security Interest is subject to avoidance, limitation or subordination under any legal or equitable theory or cause of action, and (c) so long as an Affiliate's the Management Agreement is in effect, it will not sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use; provided, however, that notwithstanding the foregoing, a Sprint Party may at any time sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use in accordance with a transaction allowed under Section 17.15.5 of such Affiliate's the Management Agreement, so long as the buyer, transferee or assignee, as the case may be, agrees to be bound by the terms of this Consent and Agreement with respect as such terms relate to the assets bought, transferred and assigned, and a Sprint Party may at any time sell, transfer or assign its rights and obligations under all of the Alamosa Management Agreements, Alamosa Services Agreements and any related agreements to a third party as permitted under such Section 17.15.5Licenses. Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1 and 17.15.2 of the Alamosa Management Agreements Agreement do not apply to the assignment of any Affiliate's rights under the Alamosa Sprint Agreements to the Administrative Agent or the Lenders under the Loan Documents or in connection with a transaction permitted pursuant to this Consent and Agreement to any other Person pursuant to the Loan Documents or to any other assignment in connection with any transaction permitted pursuant to this Consent and Agreement and (ii) Section 17.15.3 of the Alamosa Management Agreements Agreement shall not apply to any Change of Control of any Affiliate in connection with the exercise by the Administrative Agent of any of its rights or remedies under the Loan Documents, including without limitation in connection with the sale of the partnership, membership or shareholder interests of such Affiliate to any Person or to any other Change of Control of such Affiliate; provided, however, Section 17.15.3 of the Alamosa Management Agreements Agreement shall apply to any such transaction if such transaction is not with the Administrative Agent or the Lenders or is not a transaction permitted pursuant to this Consent and Agreement. It is understood that any assignment described in this Section 1 to the Administrative Agent or the Lenders is hereby consented to by the Sprint Parties; provided, that any subsequent assignment by the Administrative Agent or the Lenders shall be in accordance with the terms of this Consent and Agreement.

Consent to Security Interest. In connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, (a) Borrower has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto including but not limited to the Operating Assets, and a first priority security interest in and pledge of all partnership interests, membership interests or other equity interests in each Affiliate (collectively, the "Pledged Equity"), and (b) each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, Lenders (a) a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, including but not limited to the Operating Assets, and (b) a first priority security interest in and pledge of all stock and other equity interests in Affiliate (the "Pledged Equity"), and (c) a first priority security interest in and lien upon the rights of Affiliate in, to and under the Sprint Agreements. The foregoing security interests, liens and pledges are referred to collectively as the "Security Interests" and the foregoing assets and property in which the Administrative Agent, for the benefit of the Lenders, has been or will be granted a first priority security interest in and lien are referred to collectively as the "Collateral". In addition to the foregoing, each of the other affiliated entities of Borrower and each Affiliate have granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, which security interests and liens are referred to collectively as the "Additional Security Interests" and which assets and property are referred to collectively as the "Additional Collateral." Each Sprint Party (i) acknowledges notice of the Credit Agreement and the other Loan DocumentsAgreement, (ii) consents to the granting of the Security Interests in the Collateral and of the Additional Security Interests in the Additional Collateral to the Administrative Agent, for the benefit of the Lenders, and (iii) agrees that (aA) neither it nor any subsidiary of Sprint Corporation will challenge or contest that the Security Interests and the Additional Security Interests are valid, enforceable and duly perfected first priority security interests and liens in and to the Collateral and the Additional Collateral, (bB) neither it nor any subsidiary of Sprint Corporation will argue that any such Security Interest or Additional Security Interest is subject to avoidance, limitation or subordination under any legal or equitable theory or cause of action, and (cC) so long as an Affiliate's the Management Agreement is in effect, it will not sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use; provided, however, that notwithstanding the foregoing, a Sprint Party may may, in conjunction with a sale of the Sprint PCS Network, at any time sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use in accordance with a transaction allowed under Section 17.15.5 of such Affiliate's the Management Agreement, so long as the buyer, transferee or assignee, as the case may be, agrees to be bound by the terms of this Consent and Agreement with respect to the assets bought, transferred and or assigned, and a Sprint Party may at any time sell, transfer or assign its rights and obligations under all of the Alamosa Management Agreements, Alamosa Services Agreements and any related agreements to a third party as permitted under such Section 17.15.5. Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1 and 17.15.2 of the Alamosa Management Agreements Agreement do not apply to the assignment of any Affiliate's rights under the Alamosa Sprint Agreements to the Administrative Agent or the Lenders under the Loan Documents or in connection with a transaction permitted pursuant to this Consent and Agreement to any other Person pursuant to the Loan Documents or to any other assignment in connection with any transaction permitted pursuant to this Consent and Agreement and (ii) Section 17.15.3 of the Alamosa Management Agreements Agreement shall not apply to any Change of Control of any Affiliate in connection with the exercise by the Administrative Agent of any of its rights or remedies under the Loan Documents, including without limitation in connection with the sale of the partnership, membership or shareholder interests of such Affiliate to any Person or to any other Change of Control of such Affiliate; provided, however, Section 17.15.3 of the Alamosa Management Agreements Agreement shall apply to any such transaction if such transaction is not with the Administrative Agent or the Lenders or is not a transaction permitted pursuant to this Consent and Agreement. It is understood that any assignment described in this Section 1 to the Administrative Agent or the Lenders is hereby consented to by the Sprint Parties; provided, that any subsequent assignment by the Administrative Agent or the Lenders shall be in accordance with the terms of this Consent and Agreement.

Consent to Security Interest. In connection with the ---------------------------- transactions contemplated by the Credit Agreement and the other Loan Documents, (a) Borrower has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto including but not limited to the Operating Assets, and a first priority security interest in and pledge of all partnership interests, membership interests or other equity interests in each Affiliate (collectively, the "Pledged Equity"), and (b) each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, including but not limited to the Operating Assets, and a first priority security interest and lien upon without limitation the rights of Affiliate in, to and under the Sprint Agreements, and the members of Affiliate have granted or will grant to the Administrative Agents, for the benefit of the Lenders, a first priority security interest in and pledge of all membership interests or other equity interests in Affiliate (the "Pledged Equity"). The foregoing security interests, liens and pledges are referred to collectively as the "Security Interests" and the foregoing assets and property in which the ------------------ Administrative Agent, for the benefit of the Lenders, has been or will be granted a first priority security interest in and lien are referred to collectively as the "Collateral". In addition to the foregoing, each of the other affiliated entities of Borrower and each Affiliate have granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, which security interests and liens are referred to collectively as the "Additional Security Interests" and which assets and property are referred to collectively as the "Additional Collateral." Each Sprint Party (i) acknowledges notice of ---------- the Credit Agreement and the other Loan DocumentsAgreement, (ii) consents to the granting of the Security Interests in the Collateral and of the Additional Security Interests in the Additional Collateral to the Administrative Agent, for the benefit of the Lenders, and (iii) agrees that (a) neither it nor any subsidiary of Sprint Corporation will challenge or contest that the Security Interests and the Additional Security Interests are valid, enforceable and duly perfected first priority security interests and liens in and to the Collateral and the Additional Collateral, (b) neither it nor any subsidiary of Sprint Corporation will argue that any such Security Interest or Additional Security Interest is subject to avoidance, limitation or subordination under any legal or equitable theory or cause of action, and (c) so long as an Affiliate's Management Agreement is in effect, it will not sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use; provided, however, that notwithstanding the foregoing, a Sprint Party may at any time sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use in accordance with a transaction allowed under Section 17.15.5 of such Affiliate's Management Agreement, so long as the buyer, transferee or assignee, as the case may be, agrees to be bound by the terms of this Consent and Agreement with respect to the assets bought, transferred and assigned, and a Sprint Party may at any time sell, transfer or assign its rights and obligations under all of the Alamosa Management Agreements, Alamosa Services Agreements and any related agreements to a third party as permitted under such Section 17.15.5. Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1 and 17.15.2 of the Alamosa Management Agreements do not apply to the assignment of any Affiliate's rights under the Alamosa Sprint Agreements to the Administrative Agent or the Lenders under the Loan Documents or in connection with a transaction permitted pursuant to this Consent and Agreement to any other Person pursuant to the Loan Documents or to any other assignment in connection with any transaction permitted pursuant to this Consent and Agreement and (ii) Section 17.15.3 of the Alamosa Management Agreements shall not apply to any Change of Control of any Affiliate in connection with the exercise by the Administrative Agent of any of its rights or remedies under the Loan Documents, including without limitation in connection with the sale of the partnership, membership or shareholder interests of such Affiliate to any Person or to any other Change of Control of such Affiliate; provided, however, Section 17.15.3 of the Alamosa Management Agreements shall apply to any such transaction if such transaction is not with the Administrative Agent or the Lenders or is not a transaction permitted pursuant to this Consent and Agreement. It is understood that any assignment described in this Section 1 to the Administrative Agent or the Lenders is hereby consented to by the Sprint Parties; provided, that any subsequent assignment by the Administrative Agent or the Lenders shall be in accordance with the terms of this Consent and Agreement.

Consent to Security Interest. In connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, (a) Borrower Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto including but not limited to the Operating Assets, and a first priority security interest in and pledge of all partnership interests, membership interests or other equity interests in each Affiliate (collectively, the "Pledged Equity"), and (b) each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, including but not limited to without limitation the Operating Assets, Assets and a first priority security interest and lien upon the rights of such Affiliate in, to and under the Sprint AgreementsAgreements to which it is a party, and (b) Borrower has granted or will grant to Administrative Agent, for the benefit of the Secured Parties, a first priority security interest in and pledge of all of the equity interests in Affiliate (the “Pledged Equity”). The foregoing security interests, liens and pledges are referred to collectively as the "“Security Interests" ” and the foregoing assets and property in which the Administrative Agent, for the benefit of the LendersSecured Parties, has been or will be granted a first priority security interest in and lien on are referred to collectively as the "“Collateral". In addition to .” For the foregoingavoidance of doubt, each of the other affiliated entities of Borrower and each Affiliate have granted term “Collateral,” as used herein, shall not include (a) any assets or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and or intangible, whether now owned or hereafter acquired or arising, and all or any proceeds and or products thereof and or accessions thereto, which security interests and liens are referred to collectively as of any Guarantor other than Affiliate or (b) except for the "Additional Security Interests" and which Pledged Equity, any assets and property are referred to collectively as the "Additional Collateral." or property, tangible or intangible, whether now owned or hereafter acquired or arising, or any proceeds or products thereof or accessions thereto, of Borrower. Each Sprint Party (i) acknowledges notice of (a) the Credit Agreement and the other Loan DocumentsAgreement, (iib) consents to Affiliate’s guaranty of the Secured Obligations, and (c) Affiliate’s and Borrower’s granting of the Security Interests in the Collateral and of the Additional Security Interests in the Additional Collateral to the Administrative Agent, for the benefit of the LendersSecured Parties, (ii) to the extent necessary or required, consents to (a) Affiliate’s guaranty of the Secured Obligations and (b) Affiliate’s and Borrower’s granting of the Security Interests in the Collateral to Administrative Agent, for the benefit of the Secured Parties; and (iii) agrees that (a) neither it nor any other subsidiary of Sprint Nextel Corporation will challenge or contest that the Security Interests Loan Documents are not valid and enforceable or that the Additional Security Interests are not valid, enforceable and duly perfected first priority security interests in and liens in on and to the Collateral and the Additional Collateral, (b) neither it nor any other subsidiary of Sprint Nextel Corporation will argue that any such Security Interest Loan Document or Additional any Security Interest is subject to avoidance, limitation or subordination under any legal or equitable theory or cause of action, and (c) so . So long as an Affiliate's the Management Agreement is in effect, each Sprint Party agrees that it will not sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use; provided, however, that notwithstanding the foregoing, a Sprint Party may at any time sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use in accordance with a transaction allowed under Section 17.15.5 of such Affiliate's the Management Agreement, so long as as, if such sale, transfer or assignment of the Licenses is in connection with a sale, transfer or assignment of the entire Sprint PCS Network, the buyer, transferee or assignee, as the case may be, agrees to be bound by the terms of this Consent and Agreement with respect as such terms relate to the assets bought, transferred and assigned, and a Sprint Party may at any time sell, transfer or assign its rights and obligations under all of the Alamosa Management Agreements, Alamosa Services Agreements and any related agreements to a third party as permitted under such Section 17.15.5Licenses. Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1 and 17.15.2 of the Alamosa Management Agreements Agreement do not apply to the assignment of any Affiliate's ’s rights under the Alamosa Sprint Agreements to the Administrative Agent or any of the Lenders other Secured Parties under the Loan Documents or in connection with a transaction permitted pursuant to this Consent and Agreement to any other Person pursuant to the Loan Documents or to any other assignment in connection with any transaction permitted pursuant to this Consent Documents. Each Sprint Party further acknowledges and Agreement and (ii) agrees that Section 17.15.3 of the Alamosa Management Agreements Agreement shall not apply to any Change of Control of any Affiliate in connection with the exercise by the Administrative Agent of any of its rights or remedies under the Loan Documents, including including, without limitation limitation, in connection with the sale of the partnership, membership or shareholder interests Pledged Equity of such Affiliate to any Person or to any other Change of Control of such Affiliate; provided, however, Section 17.15.3 of the Alamosa Management Agreements Agreement shall apply to any such transaction if such transaction is not with the Administrative Agent or any of the Lenders other Secured Parties or is not a transaction permitted pursuant to this Consent and Agreement. It is understood that any assignment described in this Section 1 to the Administrative Agent or any of the Lenders other Secured Parties is hereby consented to by the Sprint Parties; provided, that any subsequent assignment by the Administrative Agent or any of the Lenders Secured Parties shall be in accordance with the terms of this Consent and Agreement.

Consent to Security Interest. In connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, (a) Borrower Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto including but not limited to the Operating Assets, and a first priority security interest in and pledge of all partnership interests, membership interests or other equity interests in each Affiliate (collectively, the "Pledged Equity"), and (b) each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, including but not limited to without limitation the Operating Assets, Assets and a first priority security interest and lien upon the rights of such Affiliate in, to and under the Sprint AgreementsAgreements to which it is a party, and (b) Borrower has granted or will grant to Administrative Agent, for the benefit of the Secured Parties, a first priority security interest in and pledge of all of the equity interests in Affiliate (the “Pledged Equity”). The foregoing security interests, liens and pledges are referred to collectively as the "“Security Interests" ” and the foregoing assets and property in which the Administrative Agent, for the benefit of the LendersSecured Parties, has been or will be granted a first priority security interest in and lien on are referred to collectively as the "“Collateral". In addition to .” For the foregoingavoidance of doubt, each of the other affiliated entities of Borrower and each Affiliate have granted term “Collateral,” as used herein, shall not include (a) any assets or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and or intangible, whether now owned or hereafter acquired or arising, and all or any proceeds and or products thereof and or accessions thereto, which security interests and liens are referred to collectively as of any Guarantor other than Affiliate or (b) except for the "Additional Security Interests" and which Pledged Equity, any assets and property are referred to collectively as the "Additional Collateral." or property, tangible or intangible, whether now owned or hereafter acquired or arising, or any proceeds or products thereof or accessions thereto, of Borrower. Each Sprint Party (i) acknowledges notice of (a) the Credit Agreement and the other Loan DocumentsAgreement, (iib) consents to Affiliate’s guaranty of the Secured Obligations, and (c) Affiliate’s and Borrower’s granting of the Security Interests in the Collateral and of the Additional Security Interests in the Additional Collateral to the Administrative Agent, for the benefit of the LendersSecured Parties, (ii) to the extent necessary or required, consents to (a) Affiliate’s guaranty of the Secured Obligations and (b) Affiliate’s and Borrower’s granting of the Security Interests in the Collateral to Administrative Agent, for the benefit of the Secured Parties; and (iii) agrees that (a) neither it nor any other subsidiary of Sprint Nextel Corporation will challenge or contest that the Security Interests Loan Documents are not valid and enforceable or that the Additional Security Interests are not valid, enforceable and duly perfected first priority security interests in and liens in on and to the Collateral and the Additional Collateral, (b) neither it nor any other subsidiary of Sprint Nextel Corporation will argue that any such Security Interest Loan Document or Additional any Security Interest is subject to avoidance, limitation or subordination under any legal or equitable theory or cause of action, and (c) so . So long as an Affiliate's the Management Agreement is in effect, each Sprint Party agrees that it will not may only sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use; provided, however, that notwithstanding the foregoing, a Sprint Party may at any time sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use in accordance with a transaction allowed under Section 17.15.5 of such Affiliate's the Management Agreement. In connection with any transfer of the Sprint Network in accordance with Section 17.15.5 of the Management Agreement, so long as the buyer, transferee or assignee, as Sprint Parties agree to cause the case may be, agrees third party acquiring the Sprint Network to be bound by assume the terms rights and obligations of the Sprint Parties under this Consent and Agreement with respect to (in which case the assets bought, transferred Sprint Parties will be released from any and assigned, and a Sprint Party may at any time sell, transfer or assign its rights and all obligations under all this Consent and Agreement upon such acquisition in accordance with Section 17.15.5 of the Alamosa Management AgreementsAgreement and assumption, Alamosa Services Agreements and without need for Administrative Agent or the Lenders to execute any related agreements document to a third party as permitted under effect such Section 17.15.5release). Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1 and 17.15.2 of the Alamosa Management Agreements Agreement do not apply to the assignment of any Affiliate's ’s rights under the Alamosa Sprint Agreements to the Administrative Agent or any of the Lenders other Secured Parties under the Loan Documents or in connection with a transaction permitted pursuant to this Consent and Agreement to any other Person pursuant to the Loan Documents or to any other assignment in connection with any transaction permitted pursuant to this Consent Documents. Each Sprint Party further acknowledges and Agreement and (ii) agrees that Section 17.15.3 of the Alamosa Management Agreements Agreement shall not apply to any Change of Control of any Affiliate in connection with the exercise by the Administrative Agent of any of its rights or remedies under the Loan Documents, including including, without limitation limitation, in connection with the sale of the partnership, membership or shareholder interests Pledged Equity of such Affiliate to any Person or to any other Change of Control of such Affiliate; provided, however, Section 17.15.3 of the Alamosa Management Agreements Agreement shall apply to any such transaction if such transaction is not with the Administrative Agent or any of the Lenders other Secured Parties or is not a transaction permitted pursuant to this Consent and Agreement. It is understood that any assignment described in this Section 1 to the Administrative Agent or any of the Lenders other Secured Parties is hereby consented to by the Sprint Parties; provided, that any subsequent assignment by the Administrative Agent or any of the Lenders Secured Parties shall be in accordance with the terms of this Consent and Agreement.

Consent to Security Interest. In connection with the ---------------------------- transactions contemplated by the Credit Agreement and the other Loan Documents, (a) Borrower has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto including but not limited to the Operating Assets, and a first priority security interest in and pledge of all partnership interests, membership interests or other equity interests in each Affiliate (collectively, the "Pledged Equity"), and (b) each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, including but not limited to the Operating Assets, and a first priority security interest and lien upon without limitation the rights of such Affiliate in, to and under the Sprint AgreementsAgreements to which it is a party, and the members or partners of such Affiliate have granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and pledge of all membership interests, partnership interests or other equity interests in such Affiliate (the "Pledged Equity"). The foregoing -------------- security interests, liens and pledges are referred to collectively as the "Security Interests" and the foregoing assets and property in which the ------------------ Administrative Agent, for the benefit of the Lenders, has been or will be granted a first priority security interest in and lien are referred to collectively as the "Collateral". In addition to the foregoing, each of the other affiliated entities of Borrower and each Affiliate have granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, which security interests and liens are referred to collectively as the "Additional Security Interests" and which assets and property are referred to collectively as the "Additional Collateral." Each Sprint Party (i) acknowledges notice of ---------- the Credit Agreement and the other Loan DocumentsAgreement, (ii) consents to the making of the Guaranties and the granting of the Security Interests in the Collateral and of the Additional Security Interests in the Additional Collateral to the Administrative Agent, for the benefit of the Lenders, and (iii) agrees that (a) neither it nor any subsidiary of Sprint Corporation will challenge or contest that any of the Guaranties are not valid and enforceable and that the Security Interests and the Additional Security Interests are not valid, enforceable and duly perfected first priority security interests and liens in and to the Collateral and the Additional Collateral, (b) neither it nor any subsidiary of Sprint Corporation will argue that any such Security Interest Guaranty or Additional Security Interest is subject to avoidance, limitation or subordination under any legal or equitable theory or cause of action, and (c) so long as an Affiliate's the Management Agreement is in effect, it will not sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to useuse under such Management Agreement; provided, however, that -------- ------- notwithstanding the foregoing, a Sprint Party may at any time sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use in accordance with a transaction allowed under Section 17.15.5 of such Affiliate's Management --------------- Agreement, so long as the buyer, transferee or assignee, as the case may be, agrees to be bound by the terms of this Consent and Agreement with respect to the assets bought, transferred and assigned, and a Sprint Party may at any time sell, transfer or assign its rights and obligations under all of the Alamosa Management Agreements, Alamosa Services Agreements and any related agreements to a third party as permitted under such Section 17.15.5. Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1 and 17.15.2 of the Alamosa Management Agreements do not apply to the assignment of any Affiliate's rights under the Alamosa Sprint Agreements to the Administrative Agent or the Lenders under the Loan Documents or in connection with a transaction permitted pursuant to this Consent and Agreement to any other Person pursuant to the Loan Documents or to any other assignment in connection with any transaction permitted pursuant to this Consent and Agreement and (ii) Section 17.15.3 of the Alamosa Management Agreements shall not apply to any Change of Control of any Affiliate in connection with the exercise by the Administrative Agent of any of its rights or remedies under the Loan Documents, including without limitation in connection with the sale of the partnership, membership or shareholder interests of such Affiliate to any Person or to any other Change of Control of such Affiliate; provided, however, Section 17.15.3 of the Alamosa Management Agreements shall apply to any such transaction if such transaction is not with the Administrative Agent or the Lenders or is not a transaction permitted pursuant to this Consent and Agreement. It is understood that any assignment described in this Section 1 to the Administrative Agent or the Lenders is hereby consented to by the Sprint Parties; provided, that any subsequent assignment by the Administrative Agent or the Lenders shall be in accordance with the terms of this Consent and Agreement.

Consent to Security Interest. In connection with the ---------------------------- transactions contemplated by the Credit Agreement and the other Loan Documents, (a) Borrower has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto including but not limited to the Operating Assets, and a first priority security interest in and pledge of all partnership interests, membership interests or other equity interests in each Affiliate (collectively, the "Pledged Equity"), and (b) each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, including but not limited to the Operating Assets, and a first priority security interest and lien upon without limitation the rights of Affiliate in, to and under the Sprint Agreements. The foregoing security interests, liens and pledges are referred to collectively as the "Security -------- Interests" and the foregoing assets and property in which the Administrative --------- Agent, for the benefit of the Lenders, has been or will be granted a first priority security interest in and lien are referred to collectively as the "Collateral". In addition to the foregoing, each of the other affiliated entities of Borrower and each Affiliate have granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, which security interests and liens are referred to collectively as the "Additional Security Interests" and which assets and property are referred to collectively as the "Additional Collateral." Each Sprint Party (i) acknowledges notice of the Credit Agreement and the other Loan Documents----------- Agreement, (ii) consents to the granting of the Security Interests in the Collateral and of the Additional Security Interests in the Additional Collateral to the Administrative Agent, for the benefit of the Lenders, and (iii) agrees that (a) neither it nor any subsidiary of Sprint Corporation will challenge or contest that the Security Interests and the Additional Security Interests are valid, enforceable and duly perfected first priority security interests and liens in and to the Collateral and the Additional Collateral, (b) neither it nor any subsidiary of Sprint Corporation will argue that any such Security Interest or Additional Security Interest is subject to avoidance, limitation or subordination under any legal or equitable theory or cause of action, and (c) so long as an Affiliate's the Management Agreement is in effect, it will not sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use; provided, however, that -------- ------- notwithstanding the foregoing, a Sprint Party may at any time sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use in accordance with a transaction allowed under Section 17.15.5 of such Affiliate's the Management ---------------- Agreement, so long as the buyer, transferee or assignee, as the case may be, agrees to be bound by the terms of this Consent and Agreement with respect as such terms relate to the assets bought, transferred and assigned, and a Sprint Party may at any time sell, transfer or assign its rights and obligations under all of the Alamosa Management Agreements, Alamosa Services Agreements and any related agreements to a third party as permitted under such Section 17.15.5. Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1 and 17.15.2 of the Alamosa Management Agreements do not apply to the assignment of any Affiliate's rights under the Alamosa Sprint Agreements to the Administrative Agent or the Lenders under the Loan Documents or in connection with a transaction permitted pursuant to this Consent and Agreement to any other Person pursuant to the Loan Documents or to any other assignment in connection with any transaction permitted pursuant to this Consent and Agreement and (ii) Section 17.15.3 of the Alamosa Management Agreements shall not apply to any Change of Control of any Affiliate in connection with the exercise by the Administrative Agent of any of its rights or remedies under the Loan Documents, including without limitation in connection with the sale of the partnership, membership or shareholder interests of such Affiliate to any Person or to any other Change of Control of such Affiliate; provided, however, Section 17.15.3 of the Alamosa Management Agreements shall apply to any such transaction if such transaction is not with the Administrative Agent or the Lenders or is not a transaction permitted pursuant to this Consent and Agreement. It is understood that any assignment described in this Section 1 to the Administrative Agent or the Lenders is hereby consented to by the Sprint Parties; provided, that any subsequent assignment by the Administrative Agent or the Lenders shall be in accordance with the terms of this Consent and AgreementLicenses.

Consent to Security Interest. In connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, (a) Borrower has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto including but not limited to the Operating Assets, and a first priority security interest in and pledge of all partnership interests, membership interests or other equity interests in each Affiliate (collectively, the "Pledged Equity"), and (b) each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, including but not limited to the Operating Assets, and (b) iPCS, Inc. has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and pledge of all stock or other equity interests in Affiliate and Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and pledge of all stock or other equity interests it holds in each existing and future direct and indirect subsidiaries of Affiliate (the "Pledged Equity"), and (c) Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon the rights of Affiliate in, to and under the Sprint Agreements. The foregoing security interests, liens and pledges are referred to collectively as the "Security Interests" and the foregoing assets and property in which the Administrative Agent, for the benefit of the Lenders, has been or will be granted a first priority security interest in and lien are referred to collectively as the "Collateral". In addition to the foregoing, each of the other affiliated entities existing and future direct and indirect subsidiaries of Borrower and each Affiliate have granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, which security interests and liens are referred to collectively as the "Additional Security Interests" and which assets and property are referred to collectively as the "Additional Collateral." Each Sprint Party (i) acknowledges notice of the Credit Agreement and the other Loan Documents, (ii) consents to the granting of the Security Interests in the Collateral and of the Additional Security Interests in the Additional Collateral to the Administrative Agent, for the benefit of the Lenders, and (iii) agrees that (a) neither it nor any subsidiary of Sprint Corporation will challenge or contest that the Security Interests and the Additional Security Interests are valid, enforceable and duly perfected first priority security interests and liens in and to the Collateral and the Additional Collateral, (b) neither it nor any subsidiary of Sprint Corporation will argue that any such Security Interest or Additional Security Interest is subject to avoidance, limitation or subordination under any legal or equitable theory or cause of action, and (c) so long as an Affiliate's the Management Agreement is in effect, it will not sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use; provided, however, that notwithstanding the foregoing, a Sprint Party may at any time sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use in accordance with a transaction allowed under Section 17.15.5 of such Affiliate's the Management Agreement, so long as the buyer, transferee or assignee, as the case may be, agrees to be bound by the terms of this Consent and Agreement with respect as such terms relate to the assets bought, transferred and assigned, and a Sprint Party may at any time sell, transfer or assign its rights and obligations under all of the Alamosa Management Agreements, Alamosa Services Agreements and any related agreements to a third party as permitted under such Section 17.15.5Licenses. Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1 and 17.15.2 of the Alamosa Management Agreements Agreement do not apply to the assignment of any Affiliate's rights under the Alamosa Sprint Agreements to the Administrative Agent or the Lenders under the Loan Documents or in connection with a transaction permitted pursuant to this Consent and Agreement to any other Person pursuant to the Loan Documents or to any other assignment in connection with any transaction permitted pursuant to this Consent and Agreement and (ii) Section 17.15.3 of the Alamosa Management Agreements Agreement shall not apply to any Change of Control of any Affiliate in connection with the exercise by the Administrative Agent of any of its rights or remedies under the Loan Documents, including without limitation in connection with the sale of the partnership, membership or shareholder interests of such Affiliate to any Person or to any other Change of Control of such Affiliate; provided, however, Section 17.15.3 of the Alamosa Management Agreements Agreement shall apply to any such transaction if such transaction is not with the Administrative Agent or the Lenders or is not a transaction permitted pursuant to this Consent and Agreement. It is understood that any assignment described in this Section 1 to the Administrative Agent or the Lenders is hereby consented to by the Sprint Parties; provided, that any subsequent assignment by the Administrative Agent or the Lenders shall be in accordance with the terms of this Consent and Agreement.

Consent to Security Interest. In connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, each of Affiliate, Holdings and each subsidiary of Holdings (aother than UbiquiTel Leasing Company) Borrower has have granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto including but not limited to the Operating Assets, and a first priority security interest in and pledge of all partnership interests, membership interests or other equity interests in each Affiliate Lenders (collectively, the "Pledged Equity"), and (ba) each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, including but not limited to the Operating Assets, and (b) a first priority security interest in and pledge of all stock and other equity interests in Affiliate and its subsidiaries (the "Pledged Equity"), and (c) a first priority security interest in and lien upon the rights of Affiliate Affiliate, Holdings and its subsidiaries in, to and under the Sprint Agreements. The foregoing security interests, liens and pledges are referred to collectively as the "Security Interests" and the foregoing assets and property in which the Administrative Agent, for the benefit of the Lenders, has been or will be granted a first priority security interest in and lien are referred to collectively as the "Collateral". In addition to the foregoing, each of the other affiliated entities of Borrower and each Affiliate have granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, which security interests and liens are referred to collectively as the "Additional Security Interests" and which assets and property are referred to collectively as the "Additional Collateral." Each Sprint Party (i) acknowledges notice of the Credit Agreement and the other Loan Documents, (ii) consents to the granting of the Security Interests in the Collateral and of the Additional Security Interests in the Additional Collateral to the Administrative Agent, for the benefit of the Lenders, and (iii) agrees that (aA) neither it nor any subsidiary of Sprint Corporation will challenge or contest that the Security Interests and the Additional Security Interests are valid, enforceable and duly perfected first priority security interests and liens in and to the Collateral and the Additional Collateral, (bB) neither it nor any subsidiary of Sprint Corporation will argue that any such Security Interest or Additional Security Interest is subject to avoidance, limitation or subordination under any legal or equitable theory or cause of action, and (cC) so long as an Affiliate's the Management Agreement is in effect, it will not sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use; provided, however, that notwithstanding the foregoing, a Sprint Party may at any time sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use in accordance with a transaction allowed under Section 17.15.5 of such Affiliate's the Management AgreementAgreement and in accordance with Section 18 herein, so long as the buyer, transferee or assignee, as the case may be, agrees to be bound by the terms of this Consent and Agreement with respect as such terms relate to the assets bought, transferred and assigned, and a Sprint Party may at any time sell, transfer or assign its rights and obligations under all of the Alamosa Management Agreements, Alamosa Services Agreements and any related agreements to a third party as permitted under such Section 17.15.5Licenses. Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1 and 17.15.2 of the Alamosa Management Agreements Agreement do not apply to the assignment of any Affiliate's rights under the Alamosa Sprint Agreements to the Administrative Agent or the Lenders under the Loan Documents or in connection with a transaction permitted pursuant to this Consent and Agreement to any other Person pursuant to the Loan Documents or to any other assignment in connection with any transaction permitted pursuant to this Consent and Agreement and (ii) Section 17.15.3 of the Alamosa Management Agreements Agreement shall not apply to any Change of Control of any Affiliate in connection with the exercise by the Administrative Agent of any of its rights or remedies under the Loan Documents, including without limitation in connection with the sale of the partnership, membership or shareholder equity interests of such Affiliate to any Person or to any other Change of Control of such Affiliate; provided, however, Section 17.15.3 of the Alamosa Management Agreements Agreement shall apply to any such transaction if such transaction is not with the Administrative Agent or the Lenders or is not a transaction permitted pursuant to this Consent and Agreement. It is understood that any assignment described in this Section 1 to the Administrative Agent or the Lenders is hereby consented to by the Sprint Parties; provided, that any subsequent assignment by the Administrative Agent or the Lenders shall be in accordance with the terms of this Consent and Agreement.

Consent to Security Interest. In connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, (a) Borrower has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto including but not limited to the Operating Assets, and a first priority security interest in and pledge of all partnership interests, membership interests or other equity interests in each Affiliate (collectively, the "Pledged Equity"), and (b) each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, including but not limited to the Operating Assets, and a first priority security interest and lien upon without limitation the rights of Affiliate in, to and under the Sprint Agreements. The , and a first priority security interest in and pledge of all capital stock, membership interests, partnership interests or other equity interests in Affiliate and its subsidiaries (the foregoing security interests, liens and pledges are referred to collectively as the "Security Interests" and the foregoing assets and property in which the Administrative Agent, for the benefit of the Lenders, has been or will be granted a first priority security interest in and lien are referred to collectively as the "Collateral"). In addition to the foregoing, each of the other affiliated entities of Borrower and each Affiliate have granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, which security interests and liens are referred to collectively as the "Additional Security Interests" and which assets and property are referred to collectively as the "Additional Collateral." Each Sprint Party (i) acknowledges notice of the Credit Agreement and the other Loan DocumentsAgreement, (ii) consents to the granting of the Security Interests in the Collateral and of the Additional Security Interests in the Additional Collateral to the Administrative Agent, for the benefit of the Lenders, and (iii) agrees that (a) neither it nor any subsidiary of Sprint Corporation will challenge or contest that the Security Interests and the Additional Security Interests are valid, enforceable and duly perfected first priority security interests and liens in and to the Collateral and the Additional Collateral, (b) neither it nor any subsidiary of Sprint Corporation will argue that any such Security Interest or Additional Security Interest is subject to avoidance, limitation or subordination under any legal or equitable theory or cause of action, and (c) so long as an Affiliate's Management Agreement is in effect, it will not sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use; provided, however, that notwithstanding the foregoing, a Sprint Party may at any time sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Affiliate has the right to use in accordance with a transaction allowed under Section 17.15.5 of such Affiliate's Management Agreement, so long as the buyer, transferee or assignee, as the case may be, agrees to be bound by the terms of this Consent and Agreement with respect to the assets bought, transferred and assigned, and a Sprint Party may at any time sell, transfer or assign its rights and obligations under all of the Alamosa Management Agreements, Alamosa Services Agreements and any related agreements to a third party as permitted under such Section 17.15.5. Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1 and 17.15.2 of the Alamosa Management Agreements Agreement do not apply to the assignment of any Affiliate's rights under the Alamosa Sprint Agreements to the Administrative Agent or the Lenders under the Loan Documents or in connection with a transaction permitted pursuant to this Consent and Agreement to any other Person pursuant to the Loan Documents or to any other assignment in connection with any transaction permitted pursuant to this Consent and Agreement and (ii) Section 17.15.3 of the Alamosa Management Agreements Agreement shall not apply to any Change of Control of any Affiliate in connection with the exercise by the Administrative Agent of any of its rights or remedies under the Loan Documents, including without limitation in connection with the sale of the partnership, membership or shareholder interests of such Affiliate to any Person or to any other Change of Control of such Affiliate; provided, however, Section 17.15.3 of the Alamosa Management Agreements Agreement shall apply to any such transaction if such transaction is not with the Administrative Agent or the Lenders or is not a transaction permitted pursuant to this Consent and Agreement. It is understood that any assignment described in this Section 1 to the Administrative Agent or the Lenders is hereby consented to by the Sprint Parties; provided, that any subsequent assignment by the Administrative Agent or the Lenders shall be in accordance with the terms of this Consent and Agreement.It

Consent to Security Interest. In connection with the transactions contemplated by the Credit Agreement and the other Loan Credit Documents, (a) Borrower has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto including but not limited to the Operating Assets, and a first priority security interest in and pledge of all partnership interests, membership interests or other equity interests in each Affiliate (collectively, the "Pledged Equity"), and (b) each Each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, including but not limited to the Operating Assets, and (b) Horizon PCS has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and pledge of all stock, membership interests or other equity interests in Horizon and Bright, and each of Horizon and Bright has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and pledge of all stock or other equity interests it holds in each existing and future direct and indirect subsidiaries of each Affiliate (the "Pledged Equity"), and (c) Each Affiliate has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon the rights of each Affiliate in, to and under the Sprint Agreements. The foregoing security interests, liens and pledges are referred to collectively as the "Security Interests" and the foregoing assets and property in which the Administrative Agent, for the benefit of the Lenders, has been or will be granted a first priority security interest in and lien are referred to collectively as the "Collateral". In addition to the foregoing, Horizon PCS and each of the other affiliated entities existing arid future direct and indirect subsidiaries of Borrower and each Affiliate have Horizon PCS has granted or will grant to the Administrative Agent, for the benefit of the Lenders, a first priority security interest in and lien upon substantially all of its assets and property, tangible and intangible, whether now owned or hereafter acquired or arising, and all proceeds and products thereof and accessions thereto, which security interests and liens are referred to collectively as the "Additional Security Interests" and which assets and property are referred to collectively as the "Additional Collateral." Each Sprint Party (i) acknowledges notice of the Credit Agreement and the other Loan Credit Documents, (ii) consents to the granting of the Security Interests in the Collateral and of the Additional Security Interests in the Additional Collateral to the Administrative Agent, for the benefit of the LendersLenders and the filing of any UCC financing statements or any other filing deemed necessary by the Administrative Agent to perfect such Security Interests and Additional Security Interests, and (iii) agrees that (a) neither it nor any subsidiary of Sprint Corporation will challenge or contest that the Security Interests and the Additional Security Interests are valid, enforceable and duly perfected first priority security interests and liens in and to the Collateral and the Additional Collateral, (b) neither it nor any subsidiary of Sprint Corporation will argue that any such Security Interest or Additional Security Interest is subject to avoidance, limitation or subordination under any legal or equitable theory or cause of action, and (c) so long as an Affiliate's the Management Agreement is in effect, it will not sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Each Affiliate has the right to use; provided, however, that notwithstanding the foregoing, a Sprint Party may at any time sell, transfer or assign all or part of the Licenses within such Affiliate's Service Area that such Each Affiliate has have the right to use in accordance with a transaction allowed under Section 17.15.5 of such Affiliate's the Management Agreement, so long as the buyer, transferee or assignee, as the case may be, agrees to be bound by the terms of this Consent and Agreement with respect as such terms relate to the assets bought, transferred and assigned, and a Sprint Party may at any time sell, transfer or assign its rights and obligations under all of the Alamosa Management Agreements, Alamosa Services Agreements and any related agreements to a third party as permitted under such Section 17.15.5Licenses. Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1 and 17.15.2 of the Alamosa Management Agreements Agreement do not apply to the assignment of any Affiliate's Affiliates' rights under the Alamosa Sprint Agreements to the Administrative Agent or the Lenders under the Loan Credit Documents or in connection with a transaction permitted pursuant to this Consent and Agreement to any other Person pursuant to the Loan Credit Documents or to any other assignment in connection with any transaction permitted pursuant to this Consent and Agreement and (ii) Section 17.15.3 of the Alamosa Management Agreements Agreement shall not apply to any Change of Control of any Affiliate Affiliates in connection with the exercise by the Administrative Agent of any of its rights or remedies under the Loan Credit Documents, including without limitation in connection with the sale of the partnership, membership or shareholder interests of such Affiliate Affiliates to any Person or to any other Change of Control of such AffiliateAffiliates; provided, however, . Section 17.15.3 of the Alamosa Management Agreements Agreement shall apply to any such transaction if such transaction is not with the Administrative Agent or the Lenders or is not a transaction permitted pursuant to this Consent and Agreement. It is understood that any assignment described in this Section 1 to the Administrative Agent or the Lenders is hereby consented to by the Sprint Parties; provided, that any subsequent assignment by the Administrative Agent or the Lenders shall be in accordance with the terms of this Consent and Agreement.