Common use of Sprint Spectrum or Sprint Spectrum Designee as Interim Manager Clause in Contracts

Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If Sprint Spectrum acts as Interim Manager or designates a Sprint Spectrum Designee to act as Interim Manager under the Sprint Agreements, the Interim Manager shall serve as Interim Manager for up to six months from the Commencement Date, at the discretion of Sprint Spectrum. The Administrative Agent shall accept Sprint Spectrum and any Sprint Spectrum Designee that is then acting as an Other Manager (other than Affiliate) to act as Interim Manager under the Sprint Agreements. Any Sprint Spectrum Designee that is not then acting as an Other Manager must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld. Upon the expiration of its initial six-month period as Interim Manager under the Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee will agree to serve as Interim Manager for the Extension Period until the Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at least 30 days' written notice of its desire to terminate the relationship. If Sprint Spectrum's or the Sprint Spectrum Designee's term as Interim Manager is extended, then the Administrative Agent agrees that Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate promptly for all amounts previously expended by Sprint Spectrum or the Sprint Spectrum Designee under Section 11.6.3 of the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall no longer be subordinated to the Obligations as provided in Section 9 of this Consent and Agreement, and Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate for any expenses it incurs pursuant to its rights under Section 11.6.3 of the Management Agreement as provided in the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall not be subject to subordination to the Obligations as provided in Section 9 of this Consent and Agreement; provided, that Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed for amounts expended under Section 11.6.3 of the Management Agreement in an aggregate amount that exceed the Reimbursement Limit shall remain subordinated to the Obligations as provided in Section 9 of this Consent and Agreement. Notwithstanding any other provision in this Section 5(b) to the contrary, Sprint Spectrum or the Sprint Spectrum Designee shall not be required to continue to serve as Interim Manager during the Extension Period at any time after 30 days following delivery by it to the Administrative Agent of written notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend amounts under Section 11.6.3 of the Management Agreement that Sprint Spectrum or the Sprint Spectrum Designee reasonably believes will not be reimbursed based on the projected Collected Revenues for the remainder of the Extension Period or reimbursed by the Lenders. If it becomes necessary for Sprint Spectrum or the Sprint Spectrum Designee to expend any amount that it believes will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum or the Sprint Spectrum Designee is not required to incur such expense. Upon the termination or expiration of the term of Sprint Spectrum or the Sprint Spectrum Designee as Interim Manager and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), Sprint Spectrum shall have the right to appoint a successor Interim Manager in accordance with Section 5(a).

Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If Sprint Spectrum acts as Interim Manager or designates a Sprint Spectrum Designee to act as Interim Manager under the Sprint Agreements, the Interim Manager shall serve as Interim Manager for up to six months from the Commencement Date, at the discretion of Sprint Spectrum. The Administrative Agent shall accept Sprint Spectrum and any Sprint Spectrum Designee that is then acting as an Other Manager (other than Affiliate) to act as Interim Manager under the Sprint Agreements. Any Sprint Spectrum Designee that is not then acting as an Other Manager must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld. Upon the expiration of its initial six-month period as Interim Manager under the Sprint Agreements, . Sprint Spectrum or the Sprint Spectrum Designee will agree to serve as Interim Manager for the Extension Period until the Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at least 30 days' written notice of its desire to terminate the relationship. If Sprint Spectrum's or the Sprint Spectrum Designee's term as Interim Manager is extended, . then the Administrative Agent agrees that Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate promptly for all amounts previously expended by Sprint Spectrum or the Sprint Spectrum Designee under Section 11.6.3 of the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall no longer be subordinated to the Obligations as provided in Section 9 of this Consent and Agreement, and Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate for any expenses it incurs pursuant to its rights under Section 11.6.3 of the Management Agreement as provided in the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall not be subject to subordination to the Obligations as provided in Section 9 of this Consent and Agreement; provided, that Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed for amounts expended under Section 11.6.3 of the Management Agreement in an aggregate amount that exceed the Reimbursement Limit shall remain subordinated to the Obligations as provided in Section 9 of this Consent and Agreement. Notwithstanding any other provision in this Section 5(b) to the contrary, Sprint Spectrum or the Sprint Spectrum Designee shall not be required to continue to serve as Interim Manager during the Extension Period at any time after 30 days following delivery by it to the Administrative Agent of written notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend amounts under Section 11.6.3 of the Management Agreement that Sprint Spectrum or the Sprint Spectrum Designee reasonably believes will not be reimbursed based on the projected Collected Revenues for the remainder of the Extension Period or reimbursed by the Lenders. If it becomes necessary for Sprint Spectrum or the Sprint Spectrum Designee to expend any amount that it believes will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum or the Sprint Spectrum Designee is not required to incur such expense. Upon the termination or expiration of the term of Sprint Spectrum or the Sprint Spectrum Designee as Interim Manager and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), Sprint Spectrum shall have the right to appoint a successor Interim Manager in accordance with Section 5(a).

Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If Sprint Spectrum acts as Interim Manager or designates a Sprint Spectrum Designee to act as Interim Manager under the Alamosa Sprint Agreements, the Interim Manager shall serve as Interim Manager for up to six months from the Commencement Date, at the discretion of Sprint Spectrum. The Administrative Agent shall accept Sprint Spectrum and any Sprint Spectrum Designee that is then acting as an Other Manager (other than an Affiliate) to act as Interim Manager under the Alamosa Sprint Agreements. Any Sprint Spectrum Designee that is not then acting as an Other Manager must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld. Upon the expiration of its initial six-month period as Interim Manager under the Alamosa Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee will agree to serve as Interim Manager for the Extension Period until the Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at least 30 days' written notice of its desire to terminate the relationship. If Sprint Spectrum's or the Sprint Spectrum Designee's term as Interim Manager is extended, then the Administrative Agent agrees that Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed by the any Affiliate promptly for all amounts previously expended by Sprint Spectrum or the Sprint Spectrum Designee under Section 11.6.3 of the Management Agreement of such Affiliate (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall no longer be subordinated to the Obligations as provided in Section 9 of this Consent and Agreement, and Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed by the such Affiliate for any expenses it incurs pursuant to its rights under Section 11.6.3 of the Alamosa Management Agreement Agreements as provided in the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall not be subject to subordination to the Obligations as provided in Section 9 of this Consent and Agreement; provided, that Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed for amounts expended under Section 11.6.3 of the Alamosa Management Agreement Agreements that in an the aggregate amount that exceed the Reimbursement Limit shall remain subordinated to the Obligations as provided in Section 9 of this Consent and Agreement. Borrower and each Affiliate and Guarantor agrees to promptly pay Sprint Spectrum or the Sprint Spectrum Designee any amount that Sprint Spectrum or the Sprint Spectrum Designee does not collect from the applicable Affiliate as permitted under the preceding sentence within 60 days after such amount is due from such Affiliate. Notwithstanding any other provision in this Section 5(b) to the contrary, Sprint Spectrum or the Sprint Spectrum Designee shall not be required to continue to serve as Interim Manager during the Extension Period at any time after 30 days following delivery by it to the Administrative Agent of written notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend amounts under Section 11.6.3 of the any Management Agreement that Sprint Spectrum or the Sprint Spectrum Designee reasonably believes will not be reimbursed based on the projected Collected Revenues for the remainder of the Extension Period or reimbursed by the Lenders. If it becomes necessary for Sprint Spectrum or the Sprint Spectrum Designee to expend any amount that it believes will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum or the Sprint Spectrum Designee is not required to incur such expense. Upon the termination or expiration of the term of Sprint Spectrum or the Sprint Spectrum Designee as Interim Manager and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), Sprint Spectrum shall have the right to appoint a successor Interim Manager in accordance with Section 5(a).

Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If Administrative Agent appoints Sprint Spectrum acts as Interim Manager or designates a Manager, within 14 days after its appointment, Sprint Spectrum Designee to act as Interim Manager under the Sprint Agreements, the Interim Manager shall serve as Interim Manager for up to six months from the Commencement Date, at the discretion of Sprint Spectrum. The Administrative Agent shall accept the position or designate another Person (a “Sprint Spectrum and any Sprint Spectrum Designee that is then acting as an Other Manager (other than AffiliateDesignee”) to act as Interim Manager under the Sprint Agreements. Any Sprint Spectrum Designee that is not then acting as an Other Manager must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld. If, within 30 days after Administrative Agent gives Sprint Spectrum notice of its appointment as Interim Manager, Sprint Spectrum or a Sprint Spectrum Designee does not agree to act as Interim Manager, then Administrative Agent shall have the right to appoint an Administrative Agent Designee (as such term is defined in Section 4(c)) as Interim Manager in accordance with Section 4(c). At the discretion of Administrative Agent, Sprint Spectrum or the Sprint Spectrum Designee shall serve as Interim Manager for up to six months from the Commencement Date. Upon the expiration of its initial six-month period as Interim Manager under the Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee will agree shall agree, at the written request of Administrative Agent, to serve as Interim Manager for the Extension Period up to 12 months from such expiration date until the Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at least 30 days' ’ written notice of its desire to terminate the relationship. If Sprint Spectrum's or relationship (such 12 month period, the Sprint Spectrum Designee's term as Interim Manager is extended, then the Administrative Agent agrees that Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate promptly for all amounts previously expended by Sprint Spectrum or the Sprint Spectrum Designee under Section 11.6.3 of the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall no longer be subordinated to the Obligations as provided in Section 9 of this Consent and Agreement, and Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate for any expenses it incurs pursuant to its rights under Section 11.6.3 of the Management Agreement as provided in the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall not be subject to subordination to the Obligations as provided in Section 9 of this Consent and Agreement; provided, that Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed for amounts expended under Section 11.6.3 of the Management Agreement in an aggregate amount that exceed the Reimbursement Limit shall remain subordinated to the Obligations as provided in Section 9 of this Consent and Agreement“Extension Period”). Notwithstanding any other provision in this Section 5(b4(b) to the contrary, Sprint Spectrum or the Sprint Spectrum Designee shall not be required to continue to serve as Interim Manager during the Extension Period at any time after 30 days following delivery by it to the Administrative Agent of written notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend amounts under Section 11.6.3 of the Management Agreement that Sprint Spectrum or the Sprint Spectrum Designee reasonably believes will not be reimbursed based on the projected Collected Billed Revenues and Prepaid Revenues for the remainder of the Extension Period or reimbursed by the LendersPeriod. If it becomes necessary for Sprint Spectrum or the Sprint Spectrum Designee to expend any amount that it believes will not be reimbursed or that exceeds the Reimbursement Limitreimbursed, Sprint Spectrum or the Sprint Spectrum Designee is not required to incur such expense. Upon the termination or expiration of the term of Sprint Spectrum or the Sprint Spectrum Designee as Interim Manager and with the consent of the Manager, Administrative Agent (which consent shall not be unreasonably withheld or delayed), Sprint Spectrum shall have the right to appoint a successor Interim Manager in accordance with Section 5(a4(c).

Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If Sprint Spectrum acts as Interim Manager or designates a Sprint Spectrum Designee to act as Interim Manager under the Sprint Agreements, the Interim Manager shall serve as Interim Manager for up to six months from the Commencement Date, at the discretion of Sprint Spectrum. The Administrative Agent shall accept Sprint Spectrum and any Sprint Spectrum Designee that is then acting as an Other Manager (other than Affiliate) to act as Interim Manager under the Sprint Agreements. Any Sprint Spectrum Designee that is not then acting as an Other Manager must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld. Upon the expiration of its initial six-month period as Interim Manager under the Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee will agree to serve as Interim Manager for the Extension Period until the Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at least 30 days' ’ written notice of its desire to terminate the relationship. If Sprint Spectrum's or the Sprint Spectrum Designee's term as Interim Manager is extended, then the Administrative Agent agrees that Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate promptly for all amounts previously expended by Sprint Spectrum or the Sprint Spectrum Designee under Section 11.6.3 of the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall no longer be subordinated to the Obligations as provided in Section 9 of this Consent and Agreement, and Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate for any expenses it incurs pursuant to its rights under Section 11.6.3 of the Management Agreement as provided in the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall not be subject to subordination to the Obligations as provided in Section 9 of this Consent and Agreement; provided, that Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed for amounts expended under Section 11.6.3 of the Management Agreement in an aggregate amount that exceed the Reimbursement Limit shall remain subordinated to the Obligations as provided in Section 9 of this Consent and Agreement. Notwithstanding any other provision in this Section 5(b) to the contrary, Sprint Spectrum or the Sprint Spectrum Designee shall not be required to continue to serve as Interim Manager during the Extension Period at any time after 30 days following delivery by it to the Administrative Agent of written notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend amounts under Section 11.6.3 11.6.3, of the Management Agreement that Sprint Spectrum or the Sprint Spectrum Designee reasonably believes will not be reimbursed based on the projected Collected Billed Revenues and Prepaid Revenues for the remainder of the Extension Period or reimbursed by the LendersPeriod. If it becomes necessary for Sprint Spectrum or the Sprint Spectrum Designee to expend any amount that it believes will not be reimbursed or that exceeds the Reimbursement Limitreimbursed, Sprint Spectrum or the Sprint Spectrum Designee is not required to incur such expense. Upon the termination or expiration of the term of Sprint Spectrum or the Sprint Spectrum Designee as Interim Manager and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), Sprint Spectrum shall have the right to appoint a successor Interim Manager in accordance with Section 5(a).

Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If Sprint Spectrum acts as Interim Manager or designates a Sprint Spectrum Designee to act as Interim Manager under the applicable Sprint Agreements, the Interim Manager shall serve as Interim Manager for up to six months from the Commencement Date, at the discretion of Sprint Spectrum. The Administrative Agent shall accept Sprint Spectrum and any Sprint Spectrum Designee that is then acting as an Other Manager (other than Affiliate) to act as Interim Manager under the applicable Sprint Agreements. Any Sprint Spectrum Designee that is not then acting as an Other Manager must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld. Upon the expiration of its initial six-month period as Interim Manager under the applicable Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee will agree to serve as Interim Manager for the Extension Period until the Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at least 30 days' written notice of its desire to terminate the relationship. If Sprint Spectrum's or the Sprint Spectrum Designee's term as Interim Manager is extended, then the Administrative Agent agrees that Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate promptly for all amounts previously expended by Sprint Spectrum or the Sprint Spectrum Designee under Section 11.6.3 of -------------- the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall no longer be --------- subordinated to the Obligations as provided in Section 9 of this Consent --------- and Agreement, and Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed by the applicable Affiliate for any expenses it incurs pursuant to its rights under Section 11.6.3 of the Management Agreement as -------------- provided in the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall not be --------- subject to subordination subordinated to the Obligations as provided in Section 9 of this --------- Consent and Agreement; provided, that Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed for amounts expended under Section 11.6.3 of the Management Agreement in an aggregate amount that -------------- exceed the Reimbursement Limit shall remain subordinated to the Obligations as provided in Section 9 of this Consent and Agreement. Notwithstanding any other provision in this Section 5(b) to the contrary, Sprint Spectrum or ----------- the Sprint Spectrum Designee shall not be required to continue to serve as Interim Manager during the Extension Period at any time after 30 days following delivery by it to the Administrative Agent of written notice that Sprint Spectrum or the Sprint Spectrum Designee it needs to expend amounts under Section 11.6.3 of the Management Agreement -------------- that Sprint Spectrum or the Sprint Spectrum Designee reasonably believes will not be reimbursed based on the projected Collected Revenues for the remainder of the Extension Period or reimbursed paid by the Lenders. If it becomes necessary for Sprint Spectrum or the Sprint Spectrum Designee to expend any an amount that it believes will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum or the Sprint Spectrum Designee is not required to incur such expense. Within 20 days after the end of each calendar month that Sprint Spectrum or the Sprint Spectrum Designee serves as Interim Manager, commencing with the fourth such month and continuing through the termination of the Extension Period (whether by expiration, resignation or otherwise), Sprint Spectrum or the Sprint Spectrum Designee, as applicable, shall provide the Administrative Agent with a written report setting forth (i) all capital expenditures and other expenses Sprint Spectrum or the Sprint Spectrum Designee has incurred or that it believes needs to be incurred under Section 11.6.3 of the Management Agreement, (ii) a summary -------------- of the costs and anticipated benefits of each such material capital expenditure or material expense, and (iii) a statement of projected Collected Revenues through the end of the Extension Period. Sprint Spectrum or the Sprint Spectrum Designee, as applicable, shall indicate when any amounts contained in a monthly report are estimated (not actual) amounts. Upon the termination or expiration of the term of Sprint Spectrum or the Sprint Spectrum Designee as Interim Manager and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), Sprint Spectrum shall have the right to appoint a successor Interim Manager in accordance with Section 5(a).. ------------

Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If the Administrative Agent appoints Sprint Spectrum acts as Interim Manager or designates a Manager, within 14 days after its appointment Sprint Spectrum Designee shall accept the position or designate another Person (a "Sprint Spectrum Designee") to act as Interim Manager under the Sprint Agreements, the Interim Manager shall serve as Interim Manager for up to six months from the Commencement Date, at the discretion of Sprint Spectrum. The Administrative Agent shall accept Sprint Spectrum and any Sprint Spectrum Designee that is then acting as an Other Manager (other than Affiliate) to act as Interim Manager under the Sprint Agreements. Any Sprint Spectrum Designee that is not then acting as an Other Manager must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld. If, within 30 days after the Administrative Agent gives Sprint Spectrum notice of its appointment as Interim Manager, Sprint Spectrum or a Sprint Spectrum Designee does not agree to act as Interim Manager, then the Administrative Agent shall have the right to appoint an Administrative Agent Designee (as defined in Section 4(c)) as Interim Manager in accordance with Section 4(c). At the discretion of the Administrative Agent, Sprint Spectrum or the Sprint Spectrum Designee shall serve as Interim Manager for up to six months from the Commencement Date. Upon the expiration of its initial six-month period as Interim Manager under the Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee will agree agree, at the written request of the Administrative Agent, to serve as Interim Manager for the Extension Period up to six months from such expiration date until the Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at least 30 days' written notice of its desire to terminate the relationship; provided, that the extended period will be for 12 months rather than six months (for a complete term of 18 months) in the event, as of the date of the initial appointment, the aggregate number of pops that Affiliate and all Other Managers have the right to serve under their respective management agreements with the Sprint Parties is less than 40 million (such six or 12 month period, the "Extension Period"). If Sprint Spectrum's or the Sprint Spectrum Designee's term as Interim Manager is extendedso extended at the request of the Administrative Agent, then the Administrative Agent agrees that Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate promptly for all amounts previously expended by Sprint Spectrum or the Sprint Spectrum Designee under Section 11.6.3 of the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall no longer be subordinated to the Obligations as provided in Section 9 of in this Consent and Agreement, and Sprint Spectrum's or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate for any expenses it incurs pursuant to its rights under Section 11.6.3 of the Management Agreement as provided in the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall not be subject to the subordination to the Obligations as provided in Section 9 of this Consent and Agreement; provided, that Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed for amounts expended under Section 11.6.3 of the Management Agreement that exceed in an aggregate amount 5% of Affiliate's partner's, shareholder's or member's equity or capital account plus Affiliate's long- term debt (i.e., notes that exceed on their face are scheduled to mature more than one year from the date issued), as reflected on Affiliate's books (the "Reimbursement Limit Limit") shall remain subordinated to the Obligations as provided in Section 9 of this Consent and Agreement. Notwithstanding any other provision in this Section 5(b4(b) to the contrary, Sprint Spectrum or the Sprint Spectrum Designee shall not be required to continue to serve as Interim Manager during the Extension Period at any time after 30 days following delivery by it to the Administrative Agent of written notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend amounts under Section 11.6.3 of the Management Agreement that Sprint Spectrum or the Sprint Spectrum Designee reasonably believes will not be reimbursed based on the projected Collected Revenues for the remainder of the Extension Period or reimbursed by the Lenders. If it becomes necessary for Sprint Spectrum or the Sprint Spectrum Designee to expend any amount that it believes will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum or the Sprint Spectrum Designee is not required to incur such expense. Upon the termination or expiration of the term of Sprint Spectrum or the Sprint Spectrum Designee as Interim Manager and with the consent of Manager, the Administrative Agent (which consent shall not be unreasonably withheld or delayed), Sprint Spectrum shall have the right to appoint a successor Interim Manager in accordance with Section 5(a4(c).

Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If the Administrative Agent appoints Sprint Spectrum acts as Interim Manager or designates a Manager, within 14 days after its appointment Sprint Spectrum Designee shall accept the position or designate another Person (a "Sprint Spectrum Designee") to act as Interim Manager under the Sprint Agreements, the Interim Manager shall serve as Interim Manager for up to six months from the Commencement Date, at the discretion of Sprint Spectrum. The Administrative Agent shall accept Sprint Spectrum and any Sprint Spectrum Designee that is then acting as an Other Manager (other than AffiliateAffiliates) to act as Interim Manager under the Sprint Agreements. Any Sprint Spectrum Designee that is not then acting as an Other Manager must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld. If, within 30 days after the Administrative Agent gives Sprint Spectrum notice of its appointment as Interim Manager, Sprint Spectrum or a Sprint Spectrum Designee does not agree to act as Interim Manager, then the Administrative Agent shall have the right to appoint an Administrative Agent Designee as Interim Manager in accordance with Section 4(c). At the discretion of the Administrative Agent, Sprint Spectrum or the Sprint Spectrum Designee shall serve as Interim Manager for up to six months from the Commencement Date. Upon the expiration of its initial six-month period as Interim Manager under the Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee will agree agree, at the written request of the Administrative Agent, to serve as Interim Manager for the Extension Period up to six months from such expiration date until the Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at least 30 days' written notice of its desire to terminate the relationship; provided, that the extended period will be for 12 months rather than six months (for a complete term of 18 months) in the event, as of the date of the initial appointment, the aggregate number of pops that Affiliates and all Other Managers have the right to serve under their respective management agreements with the Sprint Parties is less than 40 million (such six or 12 month period, being the "Extension Period"). If Sprint Spectrum's or the Sprint Spectrum Designee's term as Interim Manager is extended, then the Administrative Agent agrees that Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed by the applicable Affiliate promptly for all amounts previously expended by Sprint Spectrum or the Sprint Spectrum Designee under Section 11.6.3 of the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall no longer be subordinated to the Obligations as provided in Section 9 of in this Consent and Agreement, and Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed by the applicable Affiliate for any expenses it incurs pursuant to its rights under Section 11.6.3 of the Management Agreement as provided in the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall not be subject to the subordination to the Obligations as provided in Section 9 of this Consent and Agreement; provided, that Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed for amounts expended under Section 11.6.3 of the Management Agreement Agreements in an aggregate amount that exceed 5% of the applicable Affiliate's shareholder's, partner's or member's equity or capital account plus such Affiliate's long-term debt (i.e., notes that on their face are scheduled to mature more than one year from the date issued), as reflected on such Affiliate's books (the "Reimbursement Limit Limit") shall remain subordinated to the Obligations as provided in Section 9 of this Consent and Agreement. Notwithstanding any other provision in this Section 5(b4(b) to the contrary, Sprint Spectrum or the Sprint Spectrum Designee shall not be required to continue to serve as Interim Manager during the Extension Period at any time after 30 days following delivery by it to the Administrative Agent of written notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend amounts under Section 11.6.3 of the Management Agreement that Sprint Spectrum or the Sprint Spectrum Designee reasonably believes will not be reimbursed based on the projected Collected Revenues for the remainder of the Extension Period or reimbursed paid by the Lenders. If it becomes necessary for Sprint Spectrum or the Sprint Spectrum Designee to expend any amount that it believes will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum or the Sprint Spectrum Designee is not required to incur such expense. Within 20 days after the end of each calendar month that Sprint Spectrum or the Sprint Spectrum Designee serves as Interim Manager, commencing with the fourth such month and continuing through the termination of the Extension Period (whether by expiration, resignation or otherwise), Sprint Spectrum or the Sprint Spectrum Designee, as applicable, shall provide the Administrative Agent with a written report setting forth (i) all capital expenditures and other expenses Sprint Spectrum or the Sprint Spectrum Designee has incurred or that it believes needs to be incurred under Section 11.6.3 of the Management Agreement, (ii) a summary of the costs and anticipated benefits of each such material capital expenditure or material expense, and (iii) a statement of projected Collected Revenues through the end of the Extension Period. Sprint Spectrum or the Sprint Spectrum Designee, as applicable, shall indicate when any amounts contained in a monthly report are estimated (not actual) amounts. Upon the termination or expiration of the term of Sprint Spectrum or the Sprint Spectrum Designee as Interim Manager and with the consent of Manager, the Administrative Agent (which consent shall not be unreasonably withheld or delayed), Sprint Spectrum shall have the right to appoint a successor Interim Manager in accordance with Section 5(a4(c).

Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If the Administrative Agent appoints Sprint Spectrum acts as Interim Manager or designates a Manager, within 14 days after its appointment Sprint Spectrum Designee shall accept the position or designate another Person (a "Sprint Spectrum Designee") to act as Interim Manager under the Sprint Agreements, the Interim Manager shall serve as Interim Manager for up to six months from the Commencement Date, at the discretion of Sprint Spectrum. The Administrative Agent shall accept Sprint Spectrum and any Sprint Spectrum Designee that is then acting as an Other Manager (other than Affiliate) to act as Interim Manager under the Sprint Agreements. Any Sprint Spectrum Designee that is not then acting as an Other Manager must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld. If, within 30 days after the Administrative Agent gives Sprint Spectrum notice of its appointment as Interim Manager, Sprint Spectrum or a Sprint Spectrum Designee does not agree to act as Interim Manager, then the Administrative Agent shall have the right to appoint an Administrative Agent Designee as Interim Manager in accordance with Section 4(c). At the discretion of the Administrative Agent, Sprint Spectrum or the Sprint Spectrum Designee shall serve as Interim Manager for up to six months from the Commencement Date. Upon the expiration of its initial six-month period as Interim Manager under the Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee will agree to serve as Interim Manager for the Extension Period up to six months from such expiration date until the Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at least 30 days' days written notice of its desire to terminate the relationship; provided, that the extended period will be for 12 months rather than six months (for a complete term of 18 months) in the event, as of the date of the initial appointment, the aggregate number of pops that Affiliate and all Other Managers have the right to serve under their respective management agreements with the Sprint Parties is less than 40 million. If Sprint Spectrum's or the Sprint Spectrum Designee's term as Interim Manager is extended, then the Administrative Agent agrees that Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to Designee shall be reimbursed by the Affiliate promptly for all amounts previously expended by Sprint Spectrum or the Sprint Spectrum Designee under Section 11.6.3 of the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall no longer be subordinated to the Obligations as provided in Section 9 of this Consent and Agreement), and Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right Designee shall continue to be reimbursed by the Affiliate for any expenses it incurs pursuant to its rights under Section 11.6.3 of the Management Agreement as provided in the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall not be subject to subordination to the Obligations as provided in Section 9 of this Consent and Agreement); provided, that the Administrative Agent shall only be required to reimburse Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed Designee for amounts expended under Section 11.6.3 of the Management Agreement in an aggregate amount equal to 5% of Affiliate's shareholder's equity or capital account plus Affiliate's long-term debt (i.e., notes that exceed on their face are scheduled to mature more than one year from the date issued), as reflected on Affiliate's books (the "Reimbursement Limit shall remain subordinated to the Obligations as provided in Section 9 of this Consent and Agreement. Notwithstanding any other provision in this Section 5(b) to the contrary, Sprint Spectrum or the Sprint Spectrum Designee shall not be required to continue to serve as Interim Manager during the Extension Period at any time after 30 days following delivery by it to the Administrative Agent of written notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend amounts under Section 11.6.3 of the Management Agreement that Sprint Spectrum or the Sprint Spectrum Designee reasonably believes will not be reimbursed based on the projected Collected Revenues for the remainder of the Extension Period or reimbursed by the LendersLimit"). If it becomes necessary for Sprint Spectrum or the Sprint Spectrum Designee to expend any an amount that it believes will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum or the Sprint Spectrum Designee is not required to incur such expense. Upon the termination or expiration of the term of Sprint Spectrum or the Sprint Spectrum Designee as Interim Manager and with the consent of Manager, the Administrative Agent (which consent shall not be unreasonably withheld or delayed), Sprint Spectrum shall have the right to appoint a successor Interim Manager in accordance with Section 5(a4(c).

Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If Sprint Spectrum acts as Interim Manager or designates a Sprint Spectrum Designee to act as Interim Manager under the Sprint Agreements, the Interim Manager shall serve as Interim Manager for up to six months from the Commencement Date, at the discretion of Sprint Spectrum. The Administrative Agent shall accept Sprint Spectrum and any Sprint Spectrum Designee that is then acting as an Other Manager (other than Affiliate) to act as Interim Manager under the Sprint Agreements. Any Sprint Spectrum Designee that is not then acting as an Other Manager must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld. Upon the expiration of its initial six-month period as Interim Manager under the Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee will agree to serve as Interim Manager for the Extension Period until the Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at least 30 days' days written notice of its desire to terminate the relationship. If Sprint Spectrum's or the Sprint Spectrum Designee's term as Interim Manager is extended, then the Administrative Agent agrees that Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate promptly for all amounts previously expended by Sprint Spectrum or the Sprint Spectrum Designee under Section 11.6.3 of the Management Agreement (which expenditures were -------------- incurred in accordance with Section 9 of this Consent and Agreement) shall --------- no longer be subordinated to the Obligations as provided in Section 9 of --------- this Consent and Agreement, and Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate for any expenses it incurs pursuant to its rights under Section 11.6.3 of the Management -------------- Agreement as provided in the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall --------- not be subject to subordination to the Obligations as provided in Section 9 --------- of this Consent and Agreement; provided, that Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed for amounts expended under Section 11.6.3 of the Management Agreement in an aggregate amount that -------------- exceed the Reimbursement Limit shall remain subordinated to the Obligations as provided in Section 9 of this Consent and Agreement. Notwithstanding any other provision in this Section 5(b) to the contrary, Sprint Spectrum or ------------ the Sprint Spectrum Designee shall not be required to continue to serve as Interim Manager during the Extension Period at any time after 30 days following delivery by it to the Administrative Agent of written notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend amounts under Section 11.6.3 of the Management Agreement that Sprint Spectrum or -------------- the Sprint Spectrum Designee reasonably believes will not be reimbursed based on the projected Collected Revenues for the remainder of the Extension Period or reimbursed by the Lenders. If it becomes necessary for Sprint Spectrum or the Sprint Spectrum Designee to expend any amount that it believes will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum or the Sprint Spectrum Designee is not required to incur such expense. Upon the termination or expiration of the term of Sprint Spectrum or the Sprint Spectrum Designee as Interim Manager and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), Sprint Spectrum shall have the right to appoint a successor Interim Manager in accordance with Section 5(a).. ------------

Sprint Spectrum or Sprint Spectrum Designee as Interim Manager. If Sprint Spectrum acts as Interim Manager or designates a Sprint Spectrum Designee to act as Interim Manager under the applicable Sprint Agreements, the Interim Manager shall serve as Interim Manager for up to six months from the Commencement Date, at the discretion of Sprint Spectrum. The Administrative Agent shall accept Sprint Spectrum and any Sprint Spectrum Designee that is then acting as an Other Manager (other than Affiliate) to act as Interim Manager under the applicable Sprint Agreements. Any Sprint Spectrum Designee that is not then acting as an Other Manager must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld. Upon the expiration of its initial six-month period as Interim Manager under the applicable Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee will agree to serve as Interim Manager for the Extension Period until the Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at least 30 days' written notice of its desire to terminate the relationship. If Sprint Spectrum's or the Sprint Spectrum Designee's term as Interim Manager is extended, then the Administrative Agent agrees that Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed by the Affiliate promptly for all amounts previously expended by Sprint Spectrum or the Sprint Spectrum Designee under Section 11.6.3 of the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall no longer be subordinated to the Obligations as provided in Section 9 of this Consent and Agreement, and Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed by the applicable Affiliate for any expenses it incurs pursuant to its rights under Section 11.6.3 of the Management Agreement as provided in the Management Agreement (which expenditures were incurred in accordance with Section 9 of this Consent and Agreement) shall not be subject to subordination to the Obligations as provided in Section 9 of this Consent and Agreement; provided, that Sprint Spectrum's Spectrum or the Sprint Spectrum Designee's right to be reimbursed for amounts expended under Section 11.6.3 of the Management Agreement in an aggregate amount that exceed the Reimbursement Limit shall remain subordinated to the Obligations as provided in Section 9 of this Consent and Agreement. Notwithstanding any other provision in this Section 5(b) to the contrary, Sprint Spectrum or the Sprint Spectrum Designee shall not be required to continue to serve as Interim Manager during the Extension Period at any time after 30 days following delivery by it to the Administrative Agent of written notice that Sprint Spectrum or the Sprint Spectrum Designee it needs to expend amounts under Section 11.6.3 of the Management Agreement that Sprint Spectrum or the Sprint Spectrum Designee reasonably believes will not be reimbursed based on the projected Collected Revenues for the remainder of the Extension Period or reimbursed paid by the Lenders. If it becomes necessary for Sprint Spectrum or the Sprint Spectrum Designee to expend any an amount that it believes will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum or the Sprint Spectrum Designee is not required to incur such expense. Within 20 days after the end of each calendar month that Sprint Spectrum or the Sprint Spectrum Designee serves as Interim Manager, commencing with the fourth such month and continuing through the termination of the Extension Period (whether by expiration, resignation or otherwise), Sprint Spectrum or the Sprint Spectrum Designee, as applicable, shall provide the Administrative Agent with a written report setting forth (i) all capital expenditures and other expenses Sprint Spectrum or the Sprint Spectrum Designee has incurred or that it believes needs to be incurred under Section 11.6.3 of the Management Agreement, (ii) a summary of the costs and anticipated benefits of each such material capital expenditure or material expense, and (iii) a statement of projected Collected Revenues through the end of the Extension Period. Sprint Spectrum or the Sprint Spectrum Designee, as applicable, shall indicate when any amounts contained in a monthly report are estimated (not actual) amounts. Upon the termination or expiration of the term of Sprint Spectrum or the Sprint Spectrum Designee as Interim Manager and with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), Sprint Spectrum shall have the right to appoint a successor Interim Manager in accordance with Section 5(a).