Common use of Rights to Cure Clause in Contracts

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of the Administrative Agent or any Sprint Party shall require the Administrative Agent, any Lender or any Sprint Party to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in connection with such cure shall be unsecured and 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, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Agreement. Sprint PCS shall not be permitted to deduct or setoff from its payments to an 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 Alamosa Management Agreements, 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 Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa 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 Alamosa Management Agreements (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b), 5(b) and 9 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 Alamosa Management Agreements, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network in any Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreements and except to the extent that the Alamosa 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 an 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.

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of the either Administrative Agent or any Sprint Party Spectrum shall require the either Administrative Agent, any Lender or any Sprint Party Spectrum to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS Spectrum may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in connection with such cure shall be unsecured and 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, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Agreement. Sprint PCS Spectrum shall not be permitted to deduct or setoff from its payments to an 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 Spectrum 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 Spectrum has designated a third party to take action under Section 11.6.3 of the Alamosa Management AgreementsAgreement, 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 Spectrum shall not be entitled to exercise any other remedies under the Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa 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 Alamosa Management Agreements Agreement (subject to Sprint PCSSpectrum's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b), 2.4(b) and 5(b) and 9 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 Alamosa Management AgreementsAgreement, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS Spectrum with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS Spectrum nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network wireless mobility communications network in any the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreements Agreement and except to the extent that the Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS Spectrum shall also have the right to cure an Event of Default or to assist an Affiliate in curing an Event of Default but only to the extent Borrower Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS Spectrum 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 PCSSpectrum's providing Borrower Affiliate 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.

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of the either Administrative Agent or any Sprint Party PCS shall require the either Administrative Agent, any Lender or any Sprint Party PCS to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in connection with such cure shall be unsecured and 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, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Agreement. Sprint PCS shall not be permitted to deduct or setoff from its payments to an 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 Alamosa Management AgreementsAgreement, 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 Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa 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 Alamosa Management Agreements 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) and 9 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 Alamosa Management AgreementsAgreement, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network wireless mobility communications network in any the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreements Agreement and except to the extent that the Alamosa 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 an 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.

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of the Administrative Agent or any Sprint Party shall require the Administrative Agent, any Lender or any Sprint Party to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in connection with such cure shall be unsecured and 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, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b(1) or Section 5(b) of this Consent and Agreement. Sprint PCS shall not be permitted to deduct or setoff from its payments to an 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 Alamosa Management Agreements, 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 Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa 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 Alamosa Management Agreements (subject to Sprint PCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b), 5(b) and 9 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 Notwithstanding anything to the contrary contained in Section 2.3 8.01, for purposes of determining whether any Default or Event of Default resulting from the failure to perform or observe the covenant set forth in Section 6.10 has occurred, as of any date, and at any time during the applicable fiscal quarter or on or after the last day of the Alamosa Management Agreementsapplicable fiscal quarter and on or prior to the day that is the tenth (10th) Business Day after the date on which financial statements are required to be delivered pursuant to Sections 5.04(1) or (2), in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS as applicable with respect to the Wireless Mobility Communications Network in any Service Area applicable fiscal quarter hereunder (or, if such failure relates to a covenant tested upon commencement of, and neither Sprint PCS nor any of its Related Parties shall ownfor the period immediately preceding, operatethe Covenant Compliance Period, build or manage another Wireless Mobility Communications Network in any Service Area, except the day that is the 10th Business Day subsequent to the extent provided in Sections 2.3(acommencement of such Covenant Compliance Period if such day is later) (the “Cure Expiration Date”), (b), (c) or (d) of the Alamosa Management Agreements and except to the extent that the Alamosa 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 an Affiliate in curing an Event of Default but only to the extent Borrower Company has the right to so cure under receive Curative Amounts and may apply such Curative Amount to increase Consolidated EBITDA of Holdings and its Restricted Subsidiaries with respect to such fiscal quarter (the Loan Documents, as applicable (it being understood “Cure Right”); provided 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 such Curative Amount is actually received by the Loan Documents))Company no later than the Cure Expiration Date. (2) The Cure Right is subject to the following conditions: (i) no more than two Cure Rights may be exercised in any period of four consecutive fiscal quarters, including but not limited (ii) no more than five Cure Rights may be exercised in the aggregate during the term of the Revolving Facility and (iii) all Curative Amounts shall be disregarded for the purposes of determining pricing, financial ratio-based conditions, Available Amount, Excluded Contributions or certain expressly identified baskets with respect to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants contained in the Loan Documents. The . (3) Notwithstanding anything to the contrary contained in Section 8.01, (A) upon exercise of the Cure Right and receipt of the applicable Curative Amounts by the Company or any other Loan Party, the covenant set forth in Section 6.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with Section 6.10 and any Default or Event of Default related to any failure to comply with Section 6.10 shall be deemed not to have occurred for any purpose under the Loan Documents and (B) unless the Administrative Agent has received a written notice from the Company of its intent not to exercise its rights under this Section 8.02 prior to the Cure Expiration Date, neither the Administrative Agent nor any Lender shall exercise any rights or remedies under Section 8.01 (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of any actual or purported failure to comply with Section 6.10 until such failure is not cured with a Curative Amount on or prior to the Cure Expiration Date; provided that Agents, Lenders and Issuing Bank shall have no obligation to make Loans or Swing Line Loans, or make or arrange for the right to cure any Management Agreement Breachissuance of Letter of Credits (or the amendment, renewal or extension of an outstanding Letter of Credit) until and unless (x) a Curative Amount has been received by the Company or (y) all Defaults and Events of Default (or the restrictions contained in this proviso) shall have been waived or cured in accordance with the terms of this Agreement.

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of the either Administrative Agent or any Sprint Party PCS shall require the either Administrative Agent, any Lender or any Sprint Party PCS to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of Termination, whether such situation arises while an any Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in connection with such cure shall be unsecured and until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Amended and Restated Credit Agreement have terminated or expired, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Agreement. Sprint PCS shall not be permitted to deduct or setoff from its payments to an any Affiliate any such amounts it is not entitled to receive under this Section 9 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 SectionSection 9, 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 Alamosa Management AgreementsAgreement, 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 Amended and Restated Credit Agreement have terminated or expired, Sprint PCS shall not be entitled to exercise any other remedies under the Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa 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 Alamosa Management Agreements 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) and 9 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 Amended and Restated Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Alamosa Management AgreementsAgreement, in no event shall any Person other than an Affiliate Affiliates or a Successor Manager be a manager or operator for Sprint PCS with respect to the Wireless Mobility Communications Network in any Service Area Areas and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network wireless mobility communications network in any the Service AreaAreas, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreements Agreement and except to the extent that the Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Consent and Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist an Affiliate Parent or Affiliates in curing an Event of Default but only to the extent Borrower has Parent or Affiliates have 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 Parent or Affiliates 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.

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of the either Administrative Agent or any Sprint Party PCS shall require the either Administrative Agent, any Lender or any Sprint Party PCS to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in connection with such cure shall be unsecured and 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, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Agreement. Sprint PCS shall not be permitted to deduct or setoff from its payments to an 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 Alamosa Management AgreementsAgreement, 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 Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(ASection 6(b)(ii) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Alamosa Management Agreements Agreement (subject to Sprint PCS's rights of setoff or recoupment of expenses with respect to such payments as permitted under Sections 2, 4(b), ) and 5(b) and 9 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 Alamosa Management Agreements, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network in any Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreements and except to the extent that the Alamosa 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 an 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.,

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of either the Administrative Agent or any Sprint Party Spectrum shall require either the Administrative Agent, any Lender or any Sprint Party Spectrum to cure any default of any either Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS Spectrum may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of Termination, whether such situation arises while an either Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement . Sprint PCS shall be reimbursed for any expenses incurred in connection with such cure shall be unsecured and 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, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Agreementcure. Sprint PCS Spectrum shall not be permitted to deduct or setoff from its payments to an Affiliate Affiliates any such amounts it is not entitled to receive under this Section and Section, but shall not take any action of any type to attempt to collect such reimbursement. Sprint Spectrum's right to 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 theretounsecured. If Sprint PCS Spectrum has designated a third party to take action under Section 11.6.3 of the Alamosa Management AgreementsAgreement, before taking any such action such third party shall enter into an agreement with the 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 Credit Party Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint PCS Spectrum shall not be entitled to exercise any other remedies under the Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa 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 Alamosa Management Agreements Agreement (subject to Sprint PCSSpectrum's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b), 5(b) and 9 of this Consent and Agreement). Until such time as the Credit Party 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 Alamosa Management AgreementsAgreement, in no event shall any Person other than an Affiliate Affiliates or a Successor Manager be a manager or operator for Sprint PCS Spectrum with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS Spectrum nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network wireless mobility communications network in any the Service Area, except to the extent provided in Sections 2.3(a), (b), or (c) or (d) of the Alamosa Management Agreements Agreement and except to the extent that the Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Consent and Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS Spectrum shall also have the right to cure an Event of Default or to assist an either Affiliate in curing an Event of Default but only to the extent Borrower Each Affiliate has the right to so cure under the Loan Credit Documents, as applicable (it being understood that the act of Sprint PCS Spectrum 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 Credit Documents)), including but not limited to Sprint PCSSpectrum's providing Borrower either Affiliate the funds necessary to operate or meet certain financial covenants in the Loan Credit Documents. The Administrative Agent shall have the right to cure any Management Agreement Breach.

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of the Administrative Agent or any Sprint Party shall require the Administrative Agent, any Lender or any Sprint Party to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in connection with such cure shall be unsecured and 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, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b(b) of this Consent and Agreement. Sprint PCS shall not be permitted to ------------ deduct or setoff from its payments to an either 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 Alamosa Management Agreements-------------- 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 Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa 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 Alamosa Management Agreements 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) and 9 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 Alamosa Management AgreementsAgreement, in no event shall any ----------- Person other than an Affiliate Affiliates or a Successor Manager be a manager or operator for Sprint PCS with respect to the Wireless Mobility Communications Network in any Service Area Areas and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network wireless mobility communications network in any the Service AreaAreas, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreements Agreement and --------------- --- --- --- except to the extent that the Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Consent and Agreement. The Administrative Agent ------------------- acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist an Affiliate Parent or Affiliates in curing an Event of Default but only to the extent Borrower has Parent or Affiliates have 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 Parent or Affiliates 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.

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of the Administrative Agent or any Sprint Party shall require the Administrative Agent3.1 Contractor agrees that, any Lender or any Sprint Party to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS may exercise in accordance with its rights under Section 11.6.3 of the Alamosa Management Agreements upon an Event of TerminationAssigned Agreement, whether such situation arises while an Affiliateat law, Sprint Spectrumin equity or otherwise, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in connection with such cure shall be unsecured and 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, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Agreement. Sprint PCS shall not be permitted to deduct or setoff from its payments to an Affiliate any such amounts it is not entitled to receive under this Section and shall will not take any action to terminate or suspend the Assigned Agreement until (a) Contractor has given Lender prior written notice stating its intent to terminate or suspend the Assigned Agreement on a date not less than 180 days after the later of any type (i) the date of such notice and (ii) the date that Assignor’s cure period provided in the Assigned Agreement expires and (b) Lender fails to attempt to collect cure such reimbursement and default by making a payment in the failure amount in default or by performing or causing to be so reimbursed shall not constitute a Management Agreement Breach. In performed the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Sectionobligation in default, 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 Alamosa Management Agreements, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees prior to the provisions of this Section 9 as if it were a party hereto. Until date identified in 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 expirednotice; provided, Sprint PCS however, Lender shall not be entitled to an additional reasonable period of time prior to termination or suspension of the Assigned Agreement so long as Lender is making efforts to cure or cause to be cured the condition(s) giving rise to the right of termination or suspension, including but not limited to, commencing foreclosure, deed of lieu of foreclosure, or other proceedings to obtain direct or indirect possession or control of some or all of the property and assets of Assignor or Borrower, or of equity interests in Assignor, Borrower, or appropriate other entity, under the applicable Loan Documents. 3.2 If, whether as a result of an exercise any other of remedies under the Alamosa Sprint Agreementsapplicable Financing Documents following an event of default under the Financing Agreement or otherwise, includingLender acquires direct or indirect title (including leasehold title) to, without limitationor direct or indirect control of, the remedy of terminating the Alamosa Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) some or the remedy of withholding any payment set forth in Section 10 all of the Alamosa Management Agreements (subject to Sprint PCS's rights property and assets of setoff Assignor, or recoupment with respect to such payments of equity interests in Assignor or appropriate other entity through foreclosure, deed in lieu of foreclosure, or other remedy available under contract or applicable law, as permitted under Sections 2, 4(b), 5(b) and 9 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 Alamosa Management Agreements, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network in any Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreements and except to the extent that the Alamosa 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 an Affiliate in curing an Event of Default but only to the extent Borrower has the right to so cure under the Loan Documents, provided that any past due amounts owed to Contractor under the Contract are paid to Contractor promptly following the request by Lender, and provided, further that Contractor is thereafter compensated for its services as applicable (it being understood provided in the Contract, and cures all defaults under the Assigned Agreement which are able to be cured by such entity, then any default of Assignor which is not able to be cured by such entity shall no longer be deemed to be a default under the Assigned Agreement; All defaults in payment for work completed shall be deemed curable. 3.3 Commencing on the date of this Consent and prior to the date on which Lender notifies Contractor in writing that the act collateral assignment of Sprint PCS curing an Event of Default the Assigned Agreement has been discharged, Contractor hereby agrees to make payments to be made by it to Assignor, if any, under the Assigned Agreement directly into the account specified from time to time by Lender (or its designee or transferee) to Contractor and Assignor in writing. Unless and until directed otherwise by Lender as set forth above, Contractor agrees to pay all such amounts, if any, directly to such account as Lender may specify in writing from time to time. This Section 3.3 shall not constitute an independent Event of Default unless otherwise modify Contractor’s rights pursuant to 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 Assigned Agreement with respect 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 Breachsuch payments.

Rights to Cure. (a) Neither the provisions of this Consent and Agreement nor any action of the either Administrative Agent or any Sprint Party Spectrum shall require the either Administrative Agent, any Lender Lender, any other Secured Party or any Sprint Party Spectrum to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it such parties the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS Spectrum may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and Manager; and, notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement Sprint Spectrum shall be reimbursed for any expenses incurred in connection with such cure shall be unsecured and until such time as in accordance with Section 11.6.3 of the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Management Agreement. Sprint PCS Spectrum shall not be permitted to deduct or setoff from its payments to an Affiliate any such amounts it is not entitled to receive under this Section. Except as specifically permitted in this Section and 9(a), Sprint Spectrum shall not take any other action of any type to attempt to collect such reimbursement. Sprint Spectrum’s right to 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 theretounsecured. If Sprint PCS Spectrum has designated a third party to take action under Section 11.6.3 of the Alamosa Management AgreementsAgreement, 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 consummation of a sale of the Operating Assets, the Pledged Equity or the Secured Obligations have been paid in full in cash to Sprint Spectrum pursuant to Sections 6(a) or 10 of this Consent and all commitments Agreement, or until consummation of the sale of the Collateral to advance credit under the Credit Agreement have terminated or expireda Successor Manager pursuant to Section 6(b) of this Consent and Agreement, Sprint PCS Spectrum shall not be entitled to exercise any other remedies under the Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa 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 Alamosa Management Agreements Agreement (subject to Sprint PCS's Spectrum’s rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b), 5(b) and 9 of this Consent and Agreement)) provided that (i) the amounts otherwise payable to Affiliate are sufficient to reimburse Sprint Spectrum for the expenses that Sprint Spectrum incurred in connection with such cure; (ii) Sprint Spectrum is not legally prevented from exercising the offset or cure rights available to it; and (iii) Sprint Spectrum may seek a temporary restraining order, an injunction or similar equitable relief. Until such All applicable statute of limitations and similar statutes imposing a time as the Obligations have been paid limit for presenting a claim will be tolled during any time period in full in cash and all commitments which Sprint Spectrum is precluded from exercising any remedies otherwise available to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything it due to the contrary contained in provisions of this Section 2.3 of the Alamosa Management Agreements, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network in any Service Area, except to the extent provided in Sections 2.3(a9(a), . (b), (c) or (d) of the Alamosa Management Agreements and except to the extent that the Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS Spectrum shall also have the right to cure an Event of Default or to assist an Affiliate in curing an Event of Default but only to the extent Borrower Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS Spectrum curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default or Event of Default (e.g. e.g., a sale of assets not otherwise permitted by the Loan Documents)), including but not limited to Sprint PCS's Spectrum’s providing Borrower Affiliate (subject to compliance with the terms of the Loan Documents) the funds necessary to operate or meet certain financial covenants in the Loan Documents. The . (c) Administrative Agent shall have the right to cure any Management Agreement Breach.

Rights to Cure. Neither the provisions of this Consent and -------------- Agreement nor any action of the either Administrative Agent or any Sprint Party PCS shall require the either Administrative Agent, any Lender or any Sprint Party PCS to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of -------------- Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in -------- connection with such cure shall be unsecured and 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, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Agreement. Sprint ------------ ------------ PCS shall not be permitted to deduct or setoff from its payments to an 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 Alamosa -------------- Management AgreementsAgreement, 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 Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa 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 Alamosa Management Agreements 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) and 9 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 Alamosa Management AgreementsAgreement, in no ----------- event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network wireless mobility communications network in any the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreements Agreement --------------- --- --- --- and except to the extent that the Alamosa 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 an Affiliate in curing an Event of Default but only to the extent Borrower Affiliate 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 Affiliate 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.

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of the Administrative either Agent or any Sprint Party Spectrum shall require the Administrative either Agent, any Lender or any Sprint Party Spectrum to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS Spectrum may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in connection with such cure shall be unsecured and 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, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Agreement. Sprint PCS Spectrum shall not be permitted to deduct or setoff from its payments to an 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 Spectrum 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 Spectrum has designated a third party to take action under Section 11.6.3 of the Alamosa Management AgreementsAgreement, 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 Spectrum shall not be entitled to exercise any other remedies under the Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa 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 Alamosa Management Agreements Agreement (subject to Sprint PCSSpectrum's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b), ) and 5(b) and 9 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 Alamosa Management AgreementsAgreement, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS Spectrum with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS Spectrum nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network wireless mobility communications network in any the Service Area, except to the extent provided in Sections 2.3(a), (b), ) or (c) or (d) of the Alamosa Management Agreements Agreement and except to the extent that the Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS Spectrum shall also have the right to cure an Event of Default or to assist an Affiliate in curing an Event of Default but only to the extent Borrower Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS Spectrum 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 PCSSpectrum's providing Borrower Affiliate 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.

Rights to Cure. Neither the provisions of this Consent and -------------- Agreement nor any action of the either Administrative Agent or any Sprint Party PCS shall require the either Administrative Agent, any Lender or any Sprint Party PCS to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of -------------- Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in -------- connection with such cure shall be unsecured and 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, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Agreement. Sprint ------------- ------------ PCS shall not be permitted to deduct or setoff from its payments to an 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 Alamosa -------------- Management AgreementsAgreement, 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 Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa Sprint Agreements (except to the extent permitted under Sections Section 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 Alamosa Management Agreements 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) and 9 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 Alamosa Management AgreementsAgreement, in no event shall ----------- any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network wireless mobility communications network in any the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreements Agreement and --------------- --- --- --- except to the extent that the Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges Consent and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist an 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.--------------------

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of either the Administrative Agent or any Sprint Party Spectrum shall require either the Administrative Agent, any Lender or any Sprint Party Spectrum to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS Spectrum may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in connection with such cure shall be unsecured and 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, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Agreement. Sprint PCS Spectrum shall not be permitted to deduct or setoff from its payments to an 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 Spectrum 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 Spectrum has designated a third party to take action under Section 11.6.3 of the Alamosa Management AgreementsAgreement, before taking any such action such third party shall enter into an agreement with the 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 Spectrum shall not be entitled to exercise any other remedies under the Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa 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 Alamosa Management Agreements Agreement (subject to Sprint PCSSpectrum's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b), 5(b) and 9 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 Alamosa Management AgreementsAgreement, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS Spectrum with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS Spectrum nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network wireless mobility communications network in any the Service Area, except to the extent provided in Sections 2.3(a), (b), or (c) or (d) of the Alamosa Management Agreements Agreement and except to the extent that the Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Consent and Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS Spectrum shall also have the right to cure an Event of Default or to assist an Affiliate in curing an Event of Default but only to the extent Borrower Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS Spectrum 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 PCSSpectrum's providing Borrower Affiliate 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.

Rights to Cure. (a) Neither the provisions of this Consent and Agreement nor any action of the either Administrative Agent or any Sprint Party Spectrum shall require the either Administrative Agent, any Lender Lender, any other Secured Party or any Sprint Party Spectrum to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it such parties the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS Spectrum may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and Manager; and, notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement Sprint Spectrum shall be reimbursed for any expenses incurred in connection with such cure shall be unsecured and until such time as in accordance with Section 11.6.3 of the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Management Agreement. Sprint PCS Spectrum shall not be permitted to deduct or setoff from its payments to an Affiliate any such amounts it is not entitled to receive under this Section and 9. Except as specifically permitted in this Section 9(a), Sprint Spectrum shall not take any other action of any type to attempt to collect such reimbursement. Sprint Spectrum’s right to 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 theretounsecured. If Sprint PCS Spectrum has designated a third party to take action under Section 11.6.3 of the Alamosa Management AgreementsAgreement, 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 consummation of a sale of the Operating Assets, the Pledged Equity or the Secured Obligations have been paid in full in cash to Sprint Spectrum pursuant to Sections 6(a) or 10 of this Consent and all commitments Agreement, or until consummation of the sale of the Collateral to advance credit under the Credit Agreement have terminated or expireda Successor Manager pursuant to Section 6(b) of this Consent and Agreement, Sprint PCS Spectrum shall not be entitled to exercise any other remedies under the Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa 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 Alamosa Management Agreements Agreement (subject to Sprint PCS's Spectrum’s rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b), 5(b) and 9 of this Consent and Agreement)) provided that (i) the amounts otherwise payable to Affiliate are sufficient to reimburse Sprint Spectrum for the expenses that Sprint Spectrum incurred in connection with such cure; (ii) Sprint Spectrum is not legally prevented from exercising the offset or cure rights available to it; and (iii) Sprint Spectrum may seek a temporary restraining order, an injunction or similar equitable relief. Until such All applicable statute of limitations and similar statutes imposing a time as the Obligations have been paid limit for presenting a claim will be tolled during any time period in full in cash and all commitments which Sprint Spectrum is precluded from exercising any remedies otherwise available to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything it due to the contrary contained in provisions of this Section 2.3 of the Alamosa Management Agreements, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network in any Service Area, except to the extent provided in Sections 2.3(a9(a), . (b), (c) or (d) of the Alamosa Management Agreements and except to the extent that the Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS Spectrum shall also have the right to cure an Event of Default or to assist an Affiliate in curing an Event of Default but only to the extent Borrower Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS Spectrum curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default or Event of Default (e.g. e.g., a sale of assets not otherwise permitted by the Loan Documents)), including but not limited to Sprint PCS's Spectrum’s providing Borrower Affiliate (subject to compliance with the terms of the Loan Documents) the funds necessary to operate or meet certain financial covenants in the Loan Documents. The . (c) Administrative Agent shall have the right to cure any Management Agreement Breach.