Common use of EU Securitisation Compliance Clause in Contracts

EU Securitisation Compliance. (i) From the Amendment and Restatement Closing Date, T-Mobile PCS Holdings, in its capacity as originator, undertakes for the benefit of the Owners to retain on an on-going basis a material net economic interest which shall not be less than 5%, determined in accordance with Article 6 of Regulation (EU) No. 2017/2402 (the “EU Securitisation Regulation”), as in effect and applicable on the Amendment and Restatement Closing Date. T-Mobile PCS Holdings shall not, and shall not permit any Affiliate, to enter into any credit risk mitigation or any other hedge or to sell, transfer or otherwise surrender all or part of the rights, benefits and obligations arising from the retained interest, except to the extent permitted under the EU Securitisation Rules. As of the Amendment and Restatement Closing Date, T-Mobile PCS Holdings shall retain such net economic interest in a manner intended to comply with sub-paragraph (a) of paragraph 3 of Article 6 of the EU Securitisation Regulation, by retaining a 5% ownership interest in each Transferred Receivable. T-Mobile PCS Holdings shall not change the retention option or the method of calculating such retained net economic interest except as permitted by the EU Securitisation Rules. (ii) For purposes of each Monthly Report delivered pursuant to this Agreement, T-Mobile PCS Holdings shall confirm whether T-Mobile PCS Holdings is in compliance with Section 3.7(jj)(i), which confirmation shall be deemed satisfied by delivery of each Monthly Report. (iii) T-Mobile PCS Holdings shall cooperate with each Funding Agent (on behalf of its related Owners) that is subject to the EU Securitisation Rules by providing information or documents reasonably requested by such party in order to allow such Funding Agent (on behalf of its related Owners) to conduct its due diligence required under Applicable EU Securitisation Regulation Due Diligence Requirements so that such Funding Agent (on behalf of its related Owners) shall be able to demonstrate to the competent authorities (who have jurisdictional authority over such Funding Agent (or its related Owners)) that such Funding Agent (on behalf of its related Owners) has performed its due diligence and monitoring obligations (to the extent applicable) under the Applicable EU Securitisation Regulation Due Diligence Requirements with respect to the transactions contemplated by the Related Documents; provided that any information provided by T-Mobile PCS Holdings, (i) is subject to the confidentiality provisions set forth in Section 9.8 of this Agreement, and (ii) relating to the Receivables or the related Obligors shall be limited to the T-Mobile Information; and provided further that (x) except as may be separately agreed to by T-Mobile PCS Holdings in writing (in its sole and absolute discretion), to the extent that any Funding Agent (on behalf of its related 740293053.3 21668437 Owners) requests asset-level data or aggregated asset-level data relating to a Receivable, T-Mobile PCS Holdings will only be required to provide T-Mobile Information with respect to such Receivable and (y) with respect to any information that is not T-Mobile Information and that T-Mobile PCS Holdings was not required to provide pursuant to this Section 3.7(jj)(iii) before the Amendment and Restatement Closing Date, T-Mobile PCS Holdings shall cooperate in good faith with each Funding Agent (on behalf of its related Owners) that is subject to the EU Securitisation Rules, subject to all confidentiality and other applicable restrictions by which T-Mobile PCS Holdings is bound under this Agreement or any applicable law which restrict or prohibit T-Mobile PCS Holdings from sharing and/or disclosing certain information (including, but not limited to, customer information concerning any customer that is a federal government customer), to provide such information to such Funding Agent (on behalf of its related Owners) in a form, level of detail or other manner contemplated by Article 5(1)(e) or Article 7 of the EU Securitisation Regulation or any related EU Securitisation Rules. (iv) In the event of a breach of clause (i), (ii) or (iii) of this Section 3.7(jj) by T-Mobile PCS Holdings, the only remedy available for an Owner would be that, to the extent that such breach resulted in an additional risk-weighted capital charge (“CRR Cost”) imposed on such Owner pursuant to Article 270a of Regulation (EU) 575/2013 as amended, such CRR Cost would be treated as an Additional Cost for such Owner and shall be payable by T-Mobile PCS Holdings as an Additional Cost in accordance with the terms of Section 8.3 hereof. The parties hereto acknowledge and agree that in no event shall a breach of clause (i), (ii) or (iii) of this Section 3.7(jj) by T-Mobile PCS Holdings result in an Amortization Event, Potential Amortization Event, Termination Event or Potential Termination Event.

EU Securitisation Compliance. (i) From the February 2020 Amendment and Restatement Closing Date, T-Mobile PCS HoldingsXxxxx, in its capacity as originator, undertakes for the benefit of the Owners to retain on an on-going basis a material net economic interest which shall not be less than 5%, determined in accordance with Article 6 of Regulation (EU) No. 2017/2402 (the “EU Securitisation Regulation”), as in effect and applicable on the February 2020 Amendment and Restatement Closing Date. T-Mobile PCS Holdings Xxxxx shall not, and shall not permit any Affiliate, to enter into any credit risk mitigation or any other hedge or to sell, transfer or otherwise surrender all or part of the rights, benefits and obligations arising from the retained interest, except to the extent permitted under the EU Securitisation Rules. As of the February 2020 Amendment and Restatement Closing Date, T-Mobile PCS Holdings Xxxxx shall retain such net economic interest in a manner intended to comply with sub-paragraph (a) of paragraph 3 of Article 6 of the EU Securitisation Regulation, by retaining a 5% ownership interest in each Transferred Receivable. T-Mobile PCS Holdings Xxxxx shall not change the retention option or the method of calculating such retained net economic interest except as permitted by the EU Securitisation Rules. (ii) For purposes of each Monthly Report delivered pursuant to this Agreement, T-Mobile PCS Holdings Xxxxx shall confirm whether T-Mobile PCS Holdings Xxxxx is in compliance with Section 3.7(jj)(i), which confirmation shall be deemed satisfied by delivery of each Monthly Report.. 736942168 19632398738387080 (iii) T-Mobile PCS Holdings Xxxxx shall cooperate with each Funding Agent (on behalf of its related Owners) that is subject to the EU Securitisation Rules by providing information or documents reasonably requested by such party in order to allow such Funding Agent (on behalf of its related Owners) to conduct its due diligence required under Applicable EU Securitisation Regulation Due Diligence Requirements so that such Funding Agent (on behalf of its related Owners) shall be able to demonstrate to the competent authorities (who have jurisdictional authority over such Funding Agent (or its related Owners)) that such Funding Agent (on behalf of its related Owners) has performed its due diligence and monitoring obligations (to the extent applicable) under the Applicable EU Securitisation Regulation Due Diligence Requirements with respect to the transactions contemplated by the Related Documents; provided that any information provided by T-Mobile PCS HoldingsXxxxx, (i) is subject to the confidentiality provisions set forth in Section 9.8 of this Agreement, and (ii) relating to the Receivables or the related Obligors shall be limited to the T-Mobile Information; and provided further that (x) except as may be separately agreed to by T-Mobile PCS Holdings Xxxxx in writing (in its sole and absolute discretion), to the extent that any Funding Agent (on behalf of its related 740293053.3 21668437 Owners) requests asset-level data or aggregated asset-level data relating to a Receivable, T-Mobile PCS Holdings Xxxxx will only be required to provide T-Mobile Information with respect to such Receivable and (y) with respect to any information that is not T-Mobile Information and that T-Mobile PCS Holdings Xxxxx was not required to provide pursuant to this Section 3.7(jj)(iii) before it was amended by the Amendment and Restatement Closing DateSecond Amendment, T-Mobile PCS Holdings Xxxxx shall cooperate in good faith with each Funding Agent (on behalf of its related Owners) that is subject to the EU Securitisation Rules, subject to all confidentiality and other applicable restrictions by which T-Mobile PCS Holdings Xxxxx is bound under this Agreement or any applicable law which restrict or prohibit T-Mobile PCS Holdings Xxxxx from sharing and/or disclosing certain information (including, but not limited to, customer information concerning any customer that is a federal government customer), to provide such information to such Funding Agent (on behalf of its related Owners) in a form, level of detail or other manner contemplated by Article 5(1)(e) or Article 7 of the EU Securitisation Regulation or any related EU Securitisation Rules. (iv) In the event of a breach of clause (i), (ii) or (iii) of this Section 3.7(jj) by T-Mobile PCS HoldingsXxxxx, the only remedy available for an Owner would be that, to the extent that such breach resulted in an additional risk-weighted capital charge (“CRR Cost”) imposed on such Owner pursuant to Article 270a of Regulation (EU) 575/2013 as amended, such CRR Cost would be treated as an Additional Cost for such Owner and shall be payable by T-Mobile PCS Holdings Xxxxx as an Additional Cost in accordance with the terms of Section 8.3 hereof. The parties hereto acknowledge and agree that in no event shall a breach of clause (i), (ii) or (iii) of this Section 3.7(jj) by T-Mobile PCS Holdings Xxxxx result in a Potential Termination Event, a Termination Event, a Potential Amortization Event or an Amortization Event, Potential Amortization Event, Termination Event or Potential Termination Event.

EU Securitisation Compliance. (i) From the 2020 Amendment and Restatement Closing Date, T-Mobile PCS HoldingsXxxxx, in its capacity as originator, undertakes for the benefit of the Owners to retain on an on-going basis a material net economic interest which shall not be less than 5%, determined in accordance with Article 6 of Regulation (EU) No. 2017/2402 (the “EU Securitisation Regulation”), as in effect and applicable on the 2020 Amendment and Restatement Closing Date. T-Mobile PCS Holdings Xxxxx shall not, and shall not permit any Affiliate, to enter into any credit risk mitigation or any other hedge or to sell, transfer or otherwise surrender all or part of the rights, benefits and obligations arising from the retained interest, except to the extent permitted under the EU Securitisation Rules. As of the 2020 Amendment and Restatement Closing Date, T-Mobile PCS Holdings Xxxxx shall retain such net economic interest in a manner intended to comply with sub-paragraph (a) of paragraph 3 of Article 6 of the EU Securitisation Regulation, by retaining a 5% ownership interest in each Transferred Receivable. T-Mobile PCS Holdings Xxxxx shall not change the retention option or the method of calculating such retained net economic interest except as permitted by the EU Securitisation Rules. (ii) For purposes of each Monthly Report delivered pursuant to this Agreement, T-Mobile PCS Holdings Xxxxx shall confirm whether T-Mobile PCS Holdings Xxxxx is in compliance with Section 3.7(jj)(i), which confirmation shall be deemed satisfied by delivery of each Monthly Report. (iii) T-Mobile PCS Holdings Xxxxx shall cooperate with each Funding Agent (on behalf of its related Owners) that is subject to the EU Securitisation Rules by providing information or documents reasonably requested by such party in order to allow such Funding Agent (on behalf of its related Owners) to conduct its due diligence required under Applicable EU Securitisation Regulation Due Diligence Requirements so that such Funding Agent (on behalf of its related Owners) shall be able to demonstrate to the competent authorities (who have jurisdictional authority over such Funding Agent (or its related Owners)) that such Funding Agent (on behalf of its related Owners) has performed its due diligence and monitoring obligations (to the extent applicable) under the Applicable EU Securitisation Regulation Due Diligence Requirements with respect to the transactions contemplated by the Related Documents; provided that any information provided by T-Mobile PCS HoldingsXxxxx, (i) is subject to the confidentiality provisions set forth in Section 9.8 of this Agreement, and (ii) relating to the Receivables or the related Obligors shall be limited to the T-Mobile Information; and provided further that (x) except as may be separately agreed to by T-Mobile PCS Holdings Xxxxx in writing (in its sole and absolute discretion), to the extent that any Funding Agent (on behalf of its related 740293053.3 21668437 Owners) requests asset-level data or aggregated asset-level data relating to a Receivable, T-Mobile PCS Holdings Xxxxx will only be required to provide T-Mobile Information with respect to such Receivable and (y) with respect to any information that is not T-Mobile Information and that T-Mobile PCS Holdings Xxxxx was not required to provide pursuant to this Section 3.7(jj)(iii) before it was amended by the Amendment and Restatement Closing DateSecond Amendment, T-Mobile PCS Holdings Xxxxx shall cooperate in good faith with each Funding Agent (on behalf of its related Owners) that is subject to the EU Securitisation Rules, subject to all confidentiality and other applicable restrictions by which T-Mobile PCS Holdings Xxxxx is bound under this Agreement or any applicable law which restrict or prohibit T-Mobile PCS Holdings Xxxxx from sharing and/or disclosing certain information (including, but not limited to, customer information concerning any customer that is a federal government customer), to provide such information to such Funding Agent (on behalf of its related Owners) in a form, level of detail or other manner contemplated by Article 5(1)(e) or Article 7 of the EU Securitisation Regulation or any related EU Securitisation Rules. (iv) In the event of a breach of clause (i), (ii) or (iii) of this Section 3.7(jj) by T-Mobile PCS HoldingsXxxxx, the only remedy available for an Owner would be that, to the extent that such breach resulted in an additional risk-weighted capital charge (“CRR Cost”) imposed on such Owner pursuant to Article 270a of Regulation (EU) 575/2013 as amended, such CRR Cost would be treated as an Additional Cost for such Owner and shall be payable by T-Mobile PCS Holdings Xxxxx as an Additional Cost in accordance with the terms of Section 8.3 hereof. The parties hereto acknowledge and agree that in no event shall a breach of clause (i), (ii) or (iii) of this Section 3.7(jj) by T-Mobile PCS Holdings Xxxxx result in a Potential Termination Event, a Termination Event, a Potential Amortization Event or an Amortization Event, Potential Amortization Event, Termination Event or Potential Termination Event.

EU Securitisation Compliance. (i) From the February 2020 Amendment and Restatement Closing Date, T-Mobile PCS HoldingsXxxxx, in its capacity as originator, undertakes for the benefit of the Owners to retain on an on-going basis a material net economic interest which shall not be less than 5%, determined in accordance with Article 6 of Regulation (EU) No. 2017/2402 (the “EU Securitisation Regulation”), as in effect and applicable on the February 2020 Amendment and Restatement Closing Date. T-Mobile PCS Holdings Xxxxx shall not, and shall not permit any Affiliate, to enter into any credit risk mitigation or any other hedge or to sell, transfer or otherwise surrender all or part of the rights, benefits and obligations arising from the retained interest, except to the extent permitted under the EU Securitisation Rules. As of the February 2020 Amendment and Restatement Closing Date, T-Mobile PCS Holdings Xxxxx shall retain such net economic interest in a manner intended to comply with sub-paragraph (a) of paragraph 3 of Article 6 of the EU Securitisation Regulation, by retaining a 5% ownership interest in each Transferred Receivable. T-Mobile PCS Holdings Xxxxx shall not change the retention option or the method of calculating such retained net economic interest except as permitted by the EU Securitisation Rules. (ii) For purposes of each Monthly Report delivered pursuant to this Agreement, T-Mobile PCS Holdings Xxxxx shall confirm whether T-Mobile PCS Holdings Xxxxx is in compliance with Section 3.7(jj)(i), which confirmation shall be deemed satisfied by delivery of each Monthly Report. (iii) T-Mobile PCS Holdings Xxxxx shall cooperate with each Funding Agent (on behalf of its related Owners) that is subject to the EU Securitisation Rules by providing information or documents reasonably requested by such party in order to allow such Funding Agent (on behalf of its related Owners) to conduct its due diligence required under Applicable EU Securitisation Regulation Due Diligence Requirements so that such Funding Agent (on behalf of its related Owners) shall be able to demonstrate to the competent authorities (who have jurisdictional authority over such Funding Agent (or its related Owners)) that such Funding Agent (on behalf of its related Owners) has performed its due diligence and monitoring obligations (to the extent applicable) under the Applicable EU Securitisation Regulation Due Diligence Requirements with respect to the transactions contemplated by the Related Documents; provided that any information provided by T-Mobile PCS HoldingsXxxxx, (i) is subject to the confidentiality provisions set forth in Section 9.8 of this Agreement, and (ii) relating to the Receivables or the related Obligors shall be limited to the T-Mobile Information; and provided further that (x) except as may be separately agreed to by T-Mobile PCS Holdings Xxxxx in writing (in its sole and absolute discretion), to the extent that any Funding Agent (on behalf of its related 740293053.3 21668437 Owners) requests asset-level data or aggregated asset-level data relating to a Receivable, T-Mobile PCS Holdings Xxxxx will only be required to provide T-Mobile Information with respect to such Receivable and (y) with respect to any information that is not T-Mobile Information and that T-Mobile PCS Holdings Xxxxx was not required to provide pursuant to this Section 3.7(jj)(iii) before it was amended by the Amendment and Restatement Closing DateSecond Amendment, T-Mobile PCS Holdings Xxxxx shall cooperate in good faith with each Funding Agent (on behalf of its related Owners) that is subject to the EU Securitisation Rules, subject to all confidentiality and other applicable restrictions by which T-Mobile PCS Holdings Xxxxx is bound under this Agreement or any applicable law which restrict or prohibit T-Mobile PCS Holdings Xxxxx from sharing and/or disclosing certain information (including, but not limited to, customer information concerning any customer that is a federal government customer), to provide such information to such Funding Agent (on behalf of its related Owners) in a form, level of detail or other manner contemplated by Article 5(1)(e) or Article 7 of the EU Securitisation Regulation or any related EU Securitisation Rules. (iv) In the event of a breach of clause (i), (ii) or (iii) of this Section 3.7(jj) by T-Mobile PCS HoldingsXxxxx, the only remedy available for an Owner would be that, to the extent that such breach resulted in an additional risk-weighted capital charge (“CRR Cost”) imposed on such Owner pursuant to Article 270a of Regulation (EU) 575/2013 as amended, such CRR Cost would be treated as an Additional Cost for such Owner and shall be payable by T-Mobile PCS Holdings Xxxxx as an Additional Cost in accordance with the terms of Section 8.3 hereof. The parties hereto acknowledge and agree that in no event shall a breach of clause (i), (ii) or (iii) of this Section 3.7(jj) by T-Mobile PCS Holdings Xxxxx result in a Potential Termination Event, a Termination Event, a Potential Amortization Event or an Amortization Event, Potential Amortization Event, Termination Event or Potential Termination Event.