Common use of Rights to Cure Clause in Contracts

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of either Administrative Agent or Sprint Spectrum shall require either Administrative Agent, any Lender or Sprint Spectrum to cure any default of Affiliate under the Sprint Agreements or to perform under 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 Spectrum may exercise its rights under Section 11.6.3 of the Management Agreement upon an Event of Termination, whether such situation arises while 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 Spectrum shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint 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 Spectrum has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint Spectrum shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement (subject to Sprint Spectrum's rights of setoff or recoupment with respect to such payments as permitted under Sections 2.4(b) and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint Spectrum with respect to the Service Area and neither Sprint Spectrum nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint Spectrum shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint 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 Spectrum's providing 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 either the Administrative Agent or any Sprint Spectrum Party shall require either the Administrative Agent, any Lender or any Sprint Spectrum 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 Spectrum PCS may exercise its rights under Section 11.6.3 of the Alamosa Management Agreement 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 Spectrum 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 Spectrum 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 Spectrum PCS has designated a third party to take action under Section 11.6.3 of the Alamosa Management AgreementAgreements, 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 Spectrum 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 Agreement Agreements (subject to Sprint SpectrumPCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2.4(b2, 4(b), 5(b) and 5(b) 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 AgreementAgreements, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint Spectrum PCS with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint Spectrum PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network Wireless Mobility Communications Network in the any Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreement 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 Spectrum 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 Affiliate Borrower has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint Spectrum 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 SpectrumPCS's providing Affiliate 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 Administrative Agent or Sprint Spectrum PCS shall require either Administrative Agent, any Lender or Sprint Spectrum PCS to cure any default of Affiliate under the Sprint Agreements or to perform under 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 Spectrum PCS may exercise its rights under Section 11.6.3 of the Management Agreement upon an Event of Termination, whether such situation arises while 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 Spectrum PCS shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint Spectrum 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 Spectrum PCS has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint Spectrum PCS shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement (subject to Sprint SpectrumPCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2.4(b2, 4(b) and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint Spectrum PCS with respect to the Service Area and neither Sprint Spectrum PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint Spectrum PCS shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Affiliate Borrower has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint Spectrum 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 SpectrumPCS's providing Affiliate 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. (a) Neither the provisions of this Consent and Agreement nor any action of either Administrative Agent or Sprint Spectrum shall require either Administrative Agent, any Lender Lender, any other Secured Party or Sprint Spectrum to cure any default of Affiliate under the Sprint Agreements or to perform under 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 Spectrum may exercise its rights under Section 11.6.3 of the Management Agreement upon an Event of Termination, whether such situation arises while 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 Spectrum shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section. 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 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 theretounsecured. If Sprint Spectrum has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as 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 Spectrum shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement (subject to Sprint Spectrum's ’s rights of setoff or recoupment with respect to such payments as permitted under Sections 2.4(b2, 4(b), 5(b) and 5(b) 9 of this Consent and Agreement). Until such time as ) provided that (i) the Obligations have been paid in full in cash and all commitments amounts otherwise payable to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything Affiliate are sufficient to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for reimburse Sprint Spectrum with respect to for the Service Area and neither Sprint Spectrum nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees expenses that Sprint Spectrum shall also have incurred in connection with such cure; (ii) Sprint Spectrum is not legally prevented from exercising the right offset or cure rights available to cure it; and (iii) Sprint Spectrum may seek a temporary restraining order, an Event injunction or similar equitable relief. All applicable statute of Default or limitations and similar statutes imposing a time limit for presenting a claim will be tolled during any time period in which Sprint Spectrum is precluded from exercising any remedies otherwise available to assist Affiliate in curing an Event of Default but only it due to the extent Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act provisions of Sprint 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 Documentsthis Section 9(a)), including but not limited to Sprint Spectrum's providing 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 either Administrative Agent or Sprint Spectrum PCS shall require either Administrative Agent, any Lender or Sprint Spectrum PCS to cure any default of any Affiliate under the Sprint Agreements or to perform under 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 Spectrum PCS may exercise its rights under Section 11.6.3 of the Management Agreement upon an Event of Termination, whether such situation arises while 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 Spectrum PCS shall not be permitted to deduct or setoff from its payments to 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 Spectrum 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 Spectrum PCS has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Amended and Restated Credit Agreement have terminated or expired, Sprint Spectrum PCS shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement (subject to Sprint SpectrumPCS's rights of setoff or recoupment with respect to such payments as permitted under Sections 2.4(b2, 4(b) and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Amended and Restated Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate Affiliates or a Successor Manager be a manager or operator for Sprint Spectrum PCS with respect to the Service Area Areas and neither Sprint Spectrum PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service AreaAreas, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Consent and Agreement. The Administrative Agent acknowledges and agrees that Sprint Spectrum PCS shall also have the right to cure an Event of Default or to assist Affiliate Parent or Affiliates in curing an Event of Default but only to the extent Affiliate has Parent or Affiliates have the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint Spectrum 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 SpectrumPCS's providing Affiliate 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 either Administrative Agent or Sprint Spectrum PCS shall require either Administrative Agent, any Lender or Sprint Spectrum PCS to cure any default of Affiliate under the Sprint Agreements or to perform under 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 Spectrum PCS may exercise its rights under Section 11.6.3 of the Management Agreement upon an Event of -------------- Termination, whether such situation arises while 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 Spectrum ------------- ------------ PCS shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint Spectrum 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 Spectrum PCS has designated a third party to take action under Section 11.6.3 of the -------------- Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until --------- such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint Spectrum PCS shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 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 Management Agreement (subject to Sprint SpectrumPCS's rights of setoff ---------- or recoupment with respect to such payments as permitted under Sections 2.4(b2, 4(b) ---------------- and 5(b) of this Consent and Agreement). Until such time as the Obligations -------- have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall ----------- any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint Spectrum PCS with respect to the Service Area and neither Sprint Spectrum PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and --------------- --- --- --- except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges Consent and agrees that Sprint Spectrum shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint 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 Spectrum's providing 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 either the Administrative Agent or Sprint Spectrum shall require either the Administrative Agent, any Lender or Sprint Spectrum to cure any default of either Affiliate under the Sprint Agreements or to perform under 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 Spectrum may exercise its rights under Section 11.6.3 of the Management Agreement upon an Event of Termination, whether such situation arises while 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 Spectrum shall not be permitted to deduct or setoff from its payments to 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 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 theretounsecured. If Sprint Spectrum has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with 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 Spectrum shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement (subject to Sprint Spectrum's rights of setoff or recoupment with respect to such payments as permitted under Sections 2.4(b2, 4(b), 5(b) and 5(b) 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 Management Agreement, in no event shall any Person other than Affiliate Affiliates or a Successor Manager be a manager or operator for Sprint Spectrum with respect to the Service Area and neither Sprint Spectrum nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), or (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Consent and Agreement. The Administrative Agent acknowledges and agrees that Sprint Spectrum shall also have the right to cure an Event of Default or to assist either Affiliate in curing an Event of Default but only to the extent Each Affiliate has the right to so cure under the Loan Credit Documents, as applicable (it being understood that the act of Sprint 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 Spectrum's providing 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 either Administrative Agent or Sprint Spectrum shall require either Administrative Agent, any Lender or Sprint Spectrum to cure any default of Affiliate under the Sprint Agreements or to perform under 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 Spectrum may exercise its rights under Section 11.6.3 of the Management Agreement upon an Event of Termination, whether such situation arises while 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 Spectrum shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint 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 Spectrum has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint Spectrum shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement (subject to Sprint Spectrum's rights of setoff or recoupment with respect to such payments as permitted under Sections 2.4(b2, 4(b) and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint Spectrum with respect to the Service Area and neither Sprint Spectrum nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (dc) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint Spectrum shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint 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 Spectrum's providing 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 either the Administrative Agent or Sprint Spectrum shall require either the Administrative Agent, any Lender or Sprint Spectrum to cure any default of Affiliate under the Sprint Agreements or to perform under 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 Spectrum may exercise its rights under Section 11.6.3 of the Management Agreement upon an Event of Termination, whether such situation arises while 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 Spectrum shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint 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 Spectrum has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with 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 Spectrum shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement (subject to Sprint Spectrum's rights of setoff or recoupment with respect to such payments as permitted under Sections 2.4(b2, 4(b), 5(b) and 5(b) 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 Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint Spectrum with respect to the Service Area and neither Sprint Spectrum nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), or (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Consent and Agreement. The Administrative Agent acknowledges and agrees that Sprint Spectrum shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint 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 Spectrum's providing 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 either Administrative Agent or Sprint Spectrum shall require either Administrative Agent, any Lender Lender, any other Secured Party or Sprint Spectrum to cure any default of Affiliate under the Sprint Agreements or to perform under 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 Spectrum may exercise its rights under Section 11.6.3 of the Management Agreement upon an Event of Termination, whether such situation arises while 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 Spectrum shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section and 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 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 theretounsecured. If Sprint Spectrum has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as 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 Spectrum shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Management Agreement (subject to Sprint Spectrum's ’s rights of setoff or recoupment with respect to such payments as permitted under Sections 2.4(b2, 4(b), 5(b) and 5(b) 9 of this Consent and Agreement). Until such time as ) provided that (i) the Obligations have been paid in full in cash and all commitments amounts otherwise payable to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything Affiliate are sufficient to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for reimburse Sprint Spectrum with respect to for the Service Area and neither Sprint Spectrum nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees expenses that Sprint Spectrum shall also have incurred in connection with such cure; (ii) Sprint Spectrum is not legally prevented from exercising the right offset or cure rights available to cure it; and (iii) Sprint Spectrum may seek a temporary restraining order, an Event injunction or similar equitable relief. All applicable statute of Default or limitations and similar statutes imposing a time limit for presenting a claim will be tolled during any time period in which Sprint Spectrum is precluded from exercising any remedies otherwise available to assist Affiliate in curing an Event of Default but only it due to the extent Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act provisions of Sprint 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 Documentsthis Section 9(a)), including but not limited to Sprint Spectrum's providing 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 either Administrative Agent or Sprint Spectrum PCS shall require either Administrative Agent, any Lender or Sprint Spectrum PCS to cure any default of Affiliate under the Sprint Agreements or to perform under 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 Spectrum PCS may exercise its rights under Section 11.6.3 of the Management Agreement upon an Event of -------------- Termination, whether such situation arises while 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 Spectrum ------------ ------------ PCS shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint Spectrum 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 Spectrum PCS has designated a third party to take action under Section 11.6.3 of the -------------- Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until --------- such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint Spectrum PCS shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) -------------------- and 12 of this Consent and Agreement) or the remedy of withholding any payment ------ set forth in Section 10 of the Management Agreement (subject to Sprint SpectrumPCS's ---------- rights of setoff or recoupment with respect to such payments as permitted under Sections 2.4(b2, 4(b) and 5(b) of this Consent and Agreement). Until such time as the ------------------------- Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no ----------- event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint Spectrum PCS with respect to the Service Area and neither Sprint Spectrum PCS nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement --------------- --- --- --- and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent ------------------- acknowledges and agrees that Sprint Spectrum PCS shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint Spectrum 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 SpectrumPCS's providing 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 either Administrative Agent or Sprint Spectrum PCS shall require either Administrative Agent, any Lender or Sprint Spectrum PCS to cure any default of Affiliate under the Sprint Agreements or to perform under 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 Spectrum PCS may exercise its rights under Section 11.6.3 of the Management Agreement upon an Event of Termination, whether such situation arises while 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 Spectrum PCS shall not be permitted to deduct or setoff from its payments to Affiliate any such amounts it is not entitled to receive under this Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint Spectrum 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 Spectrum PCS has designated a third party to take action under Section 11.6.3 of the Management Agreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint Spectrum PCS shall not be entitled to exercise any other remedies under the Sprint Agreements, including, without limitation, the remedy of terminating the Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(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 Management Agreement (subject to Sprint SpectrumPCS's rights of setoff or recoupment of expenses with respect to such payments as permitted under Sections 2.4(b2, 4(b) and 5(b) of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Management Agreement, in no event shall any Person other than Affiliate or a Successor Manager be a manager or operator for Sprint Spectrum with respect to the Service Area and neither Sprint Spectrum nor any of its Related Parties shall own, operate, build or manage another wireless mobility communications network in the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Management Agreement and except to the extent that the Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint Spectrum shall also have the right to cure an Event of Default or to assist Affiliate in curing an Event of Default but only to the extent Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint 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 Spectrum's providing 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.,