Common use of Rights to Cure Clause in Contracts

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

Rights to Cure. Neither the provisions of this Consent and Agreement nor any action of the either Administrative Agent or any Sprint Party Spectrum shall require the either Administrative Agent, any Lender or any Sprint Party Spectrum to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS Spectrum may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement for any expenses incurred in connection with such cure shall be unsecured and until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Agreement. Sprint PCS Spectrum shall not be permitted to deduct or setoff from its payments to an Affiliate any such amounts it is not entitled to receive under this Section and shall not take any action of any type to attempt to collect such reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS Spectrum receives any payments or distributions that it is not entitled to receive under this Section, such payments shall be held in trust for, and promptly turned over to, the parties entitled thereto. If Sprint PCS Spectrum has designated a third party to take action under Section 11.6.3 of the Alamosa Management AgreementsAgreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, Sprint PCS Spectrum shall not be entitled to exercise any other remedies under the Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Alamosa Management Agreements Agreement (subject to Sprint PCSSpectrum's rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b), 2.4(b) and 5(b) and 9 of this Consent and Agreement). Until such time as the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything to the contrary contained in Section 2.3 of the Alamosa Management AgreementsAgreement, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS Spectrum with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS Spectrum nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network wireless mobility communications network in any the Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreements Agreement and except to the extent that the Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS Spectrum shall also have the right to cure an Event of Default or to assist an Affiliate in curing an Event of Default but only to the extent Borrower Affiliate has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS Spectrum curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted by the Loan Documents)), including but not limited to Sprint PCSSpectrum's providing Borrower Affiliate the funds necessary to operate or meet certain financial covenants in the Loan Documents. The Administrative Agent shall have the right to cure any Management Agreement Breach.

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

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

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

Rights to Cure. (a) Neither the provisions of this Consent and Agreement nor any action of the either Administrative Agent or any Sprint Party Spectrum shall require the either Administrative Agent, any Lender Lender, any other Secured Party or any Sprint Party Spectrum to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it such parties the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS Spectrum may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and Manager; and, notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement Sprint Spectrum shall be reimbursed for any expenses incurred in connection with such cure shall be unsecured and until such time as in accordance with Section 11.6.3 of the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Management Agreement. Sprint PCS Spectrum shall not be permitted to deduct or setoff from its payments to an Affiliate any such amounts it is not entitled to receive under this Section. Except as specifically permitted in this Section and 9(a), Sprint Spectrum shall not take any other action of any type to attempt to collect such reimbursement. Sprint Spectrum’s right to reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section, such payments shall be held in trust for, and promptly turned over to, the parties entitled theretounsecured. If Sprint PCS Spectrum has designated a third party to take action under Section 11.6.3 of the Alamosa Management AgreementsAgreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as consummation of a sale of the Operating Assets, the Pledged Equity or the Secured Obligations have been paid in full in cash to Sprint Spectrum pursuant to Sections 6(a) or 10 of this Consent and all commitments Agreement, or until consummation of the sale of the Collateral to advance credit under the Credit Agreement have terminated or expireda Successor Manager pursuant to Section 6(b) of this Consent and Agreement, Sprint PCS Spectrum shall not be entitled to exercise any other remedies under the Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Alamosa Management Agreements Agreement (subject to Sprint PCS's Spectrum’s rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b), 5(b) and 9 of this Consent and Agreement)) provided that (i) the amounts otherwise payable to Affiliate are sufficient to reimburse Sprint Spectrum for the expenses that Sprint Spectrum incurred in connection with such cure; (ii) Sprint Spectrum is not legally prevented from exercising the offset or cure rights available to it; and (iii) Sprint Spectrum may seek a temporary restraining order, an injunction or similar equitable relief. Until such All applicable statute of limitations and similar statutes imposing a time as the Obligations have been paid limit for presenting a claim will be tolled during any time period in full in cash and all commitments which Sprint Spectrum is precluded from exercising any remedies otherwise available to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything it due to the contrary contained in Section 2.3 of the Alamosa Management Agreements, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network in any Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreements and except to the extent that the Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) provisions of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist an Affiliate in curing an Event of Default but only to the extent Borrower has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted by the Loan DocumentsSection 9(a)), including but not limited to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants in the Loan Documents. The Administrative Agent shall have the right to cure any Management Agreement Breach.

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

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

Rights to Cure. (a) Neither the provisions of this Consent and Agreement nor any action of the either Administrative Agent or any Sprint Party Spectrum shall require the either Administrative Agent, any Lender Lender, any other Secured Party or any Sprint Party Spectrum to cure any default of any Affiliate under the Alamosa Sprint Agreements or to perform under Alamosa the Sprint Agreements, but shall only give it such parties the option to do so except to the extent otherwise required by this Consent and Agreement. Sprint PCS Spectrum may exercise its rights under Section 11.6.3 of the Alamosa Management Agreements Agreement upon an Event of Termination, whether such situation arises while an Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint Spectrum Designee is acting as Interim Manager and Manager; and, notwithstanding any other provision of this Consent and Agreement; provided, that the right to reimbursement Sprint Spectrum shall be reimbursed for any expenses incurred in connection with such cure shall be unsecured and until such time as in accordance with Section 11.6.3 of the Obligations have been paid in full in cash and all commitments to advance credit under the Credit Agreement have terminated or expired, the Person or Persons entitled thereto shall not receive such reimbursement, except as specifically provided in Section 4(b) or Section 5(b) of this Consent and Management Agreement. Sprint PCS Spectrum shall not be permitted to deduct or setoff from its payments to an Affiliate any such amounts it is not entitled to receive under this Section and 9. Except as specifically permitted in this Section 9(a), Sprint Spectrum shall not take any other action of any type to attempt to collect such reimbursement. Sprint Spectrum’s right to reimbursement and the failure to be so reimbursed shall not constitute a Management Agreement Breach. In the event that Sprint PCS receives any payments or distributions that it is not entitled to receive under this Section, such payments shall be held in trust for, and promptly turned over to, the parties entitled theretounsecured. If Sprint PCS Spectrum has designated a third party to take action under Section 11.6.3 of the Alamosa Management AgreementsAgreement, before taking any such action such third party shall enter into an agreement with Administrative Agent providing that such third party agrees to the provisions of this Section 9 as if it were a party hereto. Until such time as consummation of a sale of the Operating Assets, the Pledged Equity or the Secured Obligations have been paid in full in cash to Sprint Spectrum pursuant to Sections 6(a) or 10 of this Consent and all commitments Agreement, or until consummation of the sale of the Collateral to advance credit under the Credit Agreement have terminated or expireda Successor Manager pursuant to Section 6(b) of this Consent and Agreement, Sprint PCS Spectrum shall not be entitled to exercise any other remedies under the Alamosa Sprint Agreements, including, without limitation, the remedy of terminating the Alamosa Sprint Agreements (except to the extent permitted under Sections 6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding any payment set forth in Section 10 of the Alamosa Management Agreements Agreement (subject to Sprint PCS's Spectrum’s rights of setoff or recoupment with respect to such payments as permitted under Sections 2, 4(b), 5(b) and 9 of this Consent and Agreement)) provided that (i) the amounts otherwise payable to Affiliate are sufficient to reimburse Sprint Spectrum for the expenses that Sprint Spectrum incurred in connection with such cure; (ii) Sprint Spectrum is not legally prevented from exercising the offset or cure rights available to it; and (iii) Sprint Spectrum may seek a temporary restraining order, an injunction or similar equitable relief. Until such All applicable statute of limitations and similar statutes imposing a time as the Obligations have been paid limit for presenting a claim will be tolled during any time period in full in cash and all commitments which Sprint Spectrum is precluded from exercising any remedies otherwise available to advance credit under the Credit Agreement have terminated or expired, notwithstanding anything it due to the contrary contained in Section 2.3 of the Alamosa Management Agreements, in no event shall any Person other than an Affiliate or a Successor Manager be a manager or operator for Sprint PCS with respect to the Wireless Mobility Communications Network in any Service Area and neither Sprint PCS nor any of its Related Parties shall own, operate, build or manage another Wireless Mobility Communications Network in any Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or (d) of the Alamosa Management Agreements and except to the extent that the Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A) provisions of this Agreement. The Administrative Agent acknowledges and agrees that Sprint PCS shall also have the right to cure an Event of Default or to assist an Affiliate in curing an Event of Default but only to the extent Borrower has the right to so cure under the Loan Documents, as applicable (it being understood that the act of Sprint PCS curing an Event of Default shall not constitute an independent Event of Default unless the act itself would otherwise constitute a Default (e.g. a sale of assets not otherwise permitted by the Loan DocumentsSection 9(a)), including but not limited to Sprint PCS's providing Borrower the funds necessary to operate or meet certain financial covenants in the Loan Documents. The Administrative Agent shall have the right to cure any Management Agreement Breach.

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

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

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