Common use of Helaba Funding Agent’s Undertakings Related To German VAT Clause in Contracts

Helaba Funding Agent’s Undertakings Related To German VAT. Neither the Helaba Funding Agent nor any of its Affiliates shall exercise any option (if any) available under German law to have value added tax apply with respect to any supply, for German value added tax purposes, rendered in connection with the sale of the Receivables contemplated by the Related Documents, unless the recipient of such Taxes suffers no disadvantage. In addition to the foregoing, the Transferor, the Servicer and the Guarantor believe that the servicing obligations of the Servicer in connection with this Agreement rendered to a Committed Purchaser located in Germany are subject to German value added tax and that such value added tax should be fully recoverable as input value added tax by such Committed Purchaser. IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Receivables Purchase and Administration Agreement to be executed and delivered by their duly authorized officers as of the date hereof. T-MOBILE HANDSET FUNDING LLC, as Transferor By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President, Treasury & Treasurer T-MOBILE FINANCIAL LLC, in its individual capacity and as Servicer By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Assistant Treasurer T-MOBILE US, INC., in its individual capacity with respect to Section 2.15(b) and as Guarantor By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President, Treasury & Treasurer ROYAL BANK OF CANADA, as Administrative Agent By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory OLD LINE FUNDING, LLC, as a Conduit Purchaser By: Royal Bank of Canada, as Attorney-in-Fact By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Committed Purchaser By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Funding Agent By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as a Committed Purchaser By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: VP By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Analyst LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Funding Agent By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: VP By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Analyst GOTHAM FUNDING CORPORATION, as a Conduit Purchaser By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Vice President THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Committed Purchaser By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Managing Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Funding Agent By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Managing Director LLOYDS BANK PLC, as a Committed Purchaser By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director LLOYDS BANK PLC, as Funding Agent By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director This Assignment and Assumption Agreement (this “Assignment”) dated as of [ ], 20 is made by [ ] [(together with its Funding Agent (as defined below)], the “Assignor”) to [ ] (the “Assignee”) pursuant to Section 9.7 of the Amended and Restated Receivables Purchase and Administration Agreement, dated as of June 6, 2016 (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), among T-Mobile Handset Funding LLC, as Transferor, T-Mobile Financial LLC, as Servicer and in its individual capacity, T-Mobile US, Inc., as Guarantor, the Conduit Purchasers, the Committed Purchasers and the Funding Agents party thereto from time to time, Royal Bank of Canada, as Administrative Agent. Capitalized terms used (but not defined) in this Assignment shall have the meanings provided in the Receivables Purchase Agreement.

Helaba Funding Agent’s Undertakings Related To German VAT. Neither the Helaba Funding Agent nor any of its Affiliates shall exercise any option (if any) available under German law to have value added tax apply with respect to any supply, for German value added tax purposes, rendered in connection with the sale of the Receivables contemplated by the Related Documents, unless the recipient of such Taxes suffers no disadvantage. In addition to the foregoing, the Transferor, the Servicer and the Guarantor believe that the servicing obligations of the Servicer in connection with this Agreement rendered to a Committed Purchaser located in Germany are subject to German value added tax and that such value added tax should be fully recoverable as input value added tax by such Committed Purchaser. IN WITNESS WHEREOF, the parties hereto have caused this Third Amended and Restated Receivables Purchase and Administration Agreement to be executed and delivered by their duly authorized officers as of the date hereof. T-MOBILE HANDSET FUNDING LLC, as Transferor By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President, Treasury & Treasurer T-MOBILE FINANCIAL LLC, in its individual capacity and as Servicer By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Assistant Treasurer T-MOBILE US, INC., in its individual capacity with respect to Section 2.15(b) and as Guarantor By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice PresidentT-MOBILE USA, Treasury & Treasurer INC., in its individual capacity with respect to Section 2.15(b) and as Guarantor By: Name: Title: [Signature Page to Third A&R Receivables Purchase and Administration Agreement] ROYAL BANK OF CANADA, as Administrative Agent By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory OLD LINE FUNDING, LLC, as a Conduit Purchaser By: Royal Bank of Canada, as Attorney-in-Fact By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Committed Purchaser By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Funding Agent By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Third A&R Receivables Purchase and Administration Agreement] LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as a Committed Purchaser By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: VP By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Analyst LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Funding Agent By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: VP By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Analyst [Signature Page to Third A&R Receivables Purchase and Administration Agreement] GOTHAM FUNDING CORPORATION, as a Conduit Purchaser By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Vice President THE BANK OF TOKYO-MITSUBISHI UFJMUFG BANK, LTD., NEW YORK BRANCH, as a Committed Purchaser By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Managing Director THE BANK OF TOKYO-MITSUBISHI UFJMUFG BANK, LTD., NEW YORK BRANCH, as a Funding Agent By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Managing Director LLOYDS BANK PLC[Signature Page to Third A&R Receivables Purchase and Administration Agreement] XXXXXXXX FUNDING CORPORATION, as a Conduit Purchaser By: Name: Title: BNP PARIBAS, as a Committed Purchaser By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director LLOYDS BANK PLCBy: Name: Title: BNP PARIBAS, as Funding Agent By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director This Assignment and Assumption Agreement (this “Assignment”) dated as of [ ], 20 is made by [ ] By: Name: Title: [(together with its Funding Agent (as defined below)], the “Assignor”) Signature Page to [ ] (the “Assignee”) pursuant to Section 9.7 of the Amended and Restated Third A&R Receivables Purchase and Administration Agreement] By:_______________________________ Name: Title: By:_______________________________ Name: Title: By:_______________________________ Name: Title: [Signature Page to Third A&R Receivables Purchase and Administration Agreement] (a) Until the Aggregate Unpaids have been reduced to zero and all amounts under this Agreement, dated the Transaction Fee Letter and the Administrative Agent Fee Letter have been repaid in full, the Transferor shall maintain one or more Eligible Interest Rate Caps with an Eligible Cap Counterparty, in each case in accordance with the following requirements: (i) such Eligible Interest Rate Caps shall, in aggregate, be in a notional amount, equal to (A) for any Payment Date prior to the Scheduled Expiry Date, at least the Purchase Limit, and (B) (1) for any Payment Date after the Scheduled Expiry Date prior to the Thirty-Six Month Contract Receivable Transfer Date, the notional amount as of June 6the last Payment Date prior to the Scheduled Expiry Date reduced by one twenty-fourth of such notional amount per month and (2) for any Payment Date after the Scheduled Expiry Date on or after the Thirty-Six Month Contract Receivable Transfer Date, 2016 the notional amount as of the last Payment Date prior to the Scheduled Expiry Date reduced by one thirty-sixth of such notional amount per month (or such other amount as agreed, from time to time, between the Transferor and the Administrative Agent to reflect the percentage of Receivables with an outstanding term in excess of 24 months); (ii) such Eligible Interest Rate Caps shall provide that the Cap Counterparty’s payment obligations be calculated by reference to the notional amount hedged thereunder and a per annum rate determined by reference to the one-month LIBORsetting of the Benchmark (as amendeddefined in the long-form confirmation provided in Exhibit C), supplemented determined for and taking effect as of the first day of each Accrual Period; (iii) such Eligible Interest Rate Caps shall provide for payments to be paid on the Business Day immediately prior to each Payment Date by the Cap Counterparty by transfer directly into the Collection Account for the benefit of the Owners; (iv) such Eligible Interest Rate Caps shall provide for the Servicer to make the full up-front payment of any premium due upon entry by the Transferor into each Eligible Interest Rate Cap; (v) such Eligible Interest Rate Caps have been pledged to secure the due and punctual payment of all amounts owing to the Funding Agents and their respective related Owners in connection with the Net Investment of each such Owner; and (vi) the Transferor, the Servicer and the Administrative Agent shall have agreed on the strike rate for such Eligible Interest Rate Cap. (b) In the event that, due to withdrawal or otherwise modified downgrade, a Cap Counterparty no longer meets the requirements of an Eligible Cap Counterparty, the Transferor shall, (A) as soon as reasonably possible, (i) arrange for the Cap Counterparty to post collateral as required in the long-form confirmation in Exhibit C which will be deposited into a hedge collateral account (to be established at the time of such collateral posting) for the benefit of the Owners, (ii) obtain a guaranty of, or a contingent agreement of another Eligible Cap Counterparty to honor, the Cap Counterparty’s obligations under the related Eligible Interest Rate Cap, or (iii) arrange for the adversely affected Cap Counterparty’s obligations and rights under the related Eligible Interest Rate Cap to be assumed by and assigned to a replacement Eligible Cap Counterparty, and (B) within thirty (30) days of such occurrence, if the Cap Counterparty fails to comply with the requirements of (A) above, terminate the existing Eligible Interest Rate Cap and/or arrange for a new Eligible Interest Rate Cap with an Eligible Cap Counterparty; (c) Upon execution of any Eligible Interest Rate Cap with an Eligible Cap Counterparty, the Transferor shall deliver the executed long-form confirmation related to such Eligible Interest Rate Cap to the Administrative Agent within three (3) Business Days. (d) Notwithstanding anything to the contrary in this Exhibit D, at any time and from time to time, the “Receivables Purchase Agreement”Transferor may maintain one or more Eligible Interest Rate Caps with an Eligible Cap Counterparty that mature 24 months (in compliance with paragraph (a)(i)(B)(1) above) or 36 months (in compliance with paragraph (a)(i)(B)(2) above), among T-Mobile Handset Funding LLCas applicable, after the Interest Rate Cap Renewal Date; provided that, no later than seven (7) Business Days prior to such Interest Rate Cap Renewal Date, the Transferor shall (x) enter into an extension of such Eligible Interest Rate Cap or Eligible Interest Rate Caps or enter into one or more additional Eligible Interest Rate Caps, in each case, that mature 24 months (in compliance with paragraph (a)(i)(B)(1) above) or 36 months (in compliance with paragraph (a)(i)(B)(2) above), as Transferorapplicable, T-Mobile Financial LLCafter a new Interest Rate Cap Renewal Date selected by the Transferor in accordance with the definition of “Interest Rate Cap Renewal Date” (or, as Servicer and if the Transferor fails to select a new Interest Rate Cap Renewal Date in its individual capacity, T-Mobile US, Inc., as Guarantoraccordance with the definition thereof, the Conduit Purchasers, Scheduled Expiry Date) and otherwise satisfy all requirements of this Exhibit D and (y) deliver a copy of such Eligible Interest Rate Cap or Eligible Interest Rate Caps to the Committed Purchasers and the Funding Agents party thereto from time to time, Royal Bank of Canada, as Administrative Agent. Capitalized terms used (but not defined) in this Assignment shall have the meanings provided in the Receivables Purchase Agreement.

Helaba Funding Agent’s Undertakings Related To German VAT. Neither the Helaba Funding Agent nor any of its Affiliates shall exercise any option (if any) available under German law to have value added tax apply with respect to any supply, for German value added tax purposes, rendered in connection with the sale of the Receivables contemplated by the Related Documents, unless the recipient of such Taxes suffers no disadvantage. In addition to the foregoing, the Transferor, the Servicer and the Guarantor believe that the servicing obligations of the Servicer in connection with this Agreement rendered to a Committed Purchaser located in Germany are subject to German value added tax and that such value added tax should be fully recoverable as input value added tax by such Committed Purchaser. IN WITNESS WHEREOF, the parties hereto have caused this Third Amended and Restated Receivables Purchase and Administration Agreement to be executed and delivered by their duly authorized officers as of the date hereof. T-MOBILE HANDSET FUNDING LLC, as Transferor By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President, Treasury & Treasurer T-MOBILE FINANCIAL LLC, in its individual capacity and as Servicer By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Assistant Treasurer T-MOBILE US, INC., in its individual capacity with respect to Section 2.15(b) and as Guarantor By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President, Treasury & Treasurer T-MOBILE USA, INC., in its individual capacity with respect to Section 2.15(b) and as Guarantor By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President, Treasury & Treasurer [Signature Page to Third A&R Receivables Purchase and Administration Agreement] ROYAL BANK OF CANADA, as Administrative Agent By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Authorized Signatory OLD LINE FUNDING, LLC, as a Conduit Purchaser By: Royal Bank of Canada, as Attorney-in-Fact By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Committed Purchaser By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Authorized Signatory By: /s/ Xxxxxx X. Xxxxx Xxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Xxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Funding Agent By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Authorized Signatory [Signature Page to Third A&R Receivables Purchase and Administration Agreement] LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as a Committed Purchaser By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: VP Senior Vice President / SVP By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Analyst LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Funding Agent By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: VP Senior Vice President / SVP By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Analyst [Signature Page to Third A&R Receivables Purchase and Administration Agreement] GOTHAM FUNDING CORPORATION, as a Conduit Purchaser By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President MUFG BANK, LTD., as a Committed Purchaser By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director MUFG BANK, LTD., as a Funding Agent By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director [Signature Page to Third A&R Receivables Purchase and Administration Agreement] XXXXXXXX FUNDING CORPORATION, as a Conduit Purchaser By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Vice President THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, BNP PARIBAS,as a Committed Purchaser By: /s/ Xxx Xxxxxxxxx Xxxxx Fukuoka Name: Xxx Xxxxxxxxx Xxxxx Fukuoka Title: Managing Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Funding Agent By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Managing Director LLOYDS BANK PLC, as a Committed Purchaser Vice President By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Director LLOYDS BANK PLC, BNP PARIBAS,as Funding Agent By: /s/ Xxxxx Fukuoka Name: Xxxxx Fukuoka Title: Vice President By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Director [Signature Page to Third A&R Receivables Purchase and Administration Agreement] This Assignment and Assumption Agreement (this “Assignment”) dated as of [ ], 20 is made by [ ] [(together with its Funding Agent (as defined below)], the “Assignor”) to [ ] (the “Assignee”) pursuant to Section 9.7 of the Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of June 6October 23, 2016 2018 (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), among T-Mobile Handset Funding LLC, as Transferor, T-Mobile Financial LLC, as Servicer and in its individual capacity, T-Mobile US, Inc., as Guarantor, the Conduit Purchasers, the Committed Purchasers and the Funding Agents party thereto from time to time, Royal Bank of Canada, as Administrative Agent. Capitalized terms used (but not defined) in this Assignment shall have the meanings provided in the Receivables Purchase Agreement.

Helaba Funding Agent’s Undertakings Related To German VAT. Neither the Helaba Funding Agent nor any of its Affiliates shall exercise any option (if any) available under German law to have value added tax apply with respect to any supply, for German value added tax purposes, rendered in connection with the sale of the Receivables contemplated by the Related Documents, unless the recipient of such Taxes suffers no disadvantage. In addition to the foregoing, the Transferor, the Servicer and the Guarantor believe that the servicing obligations of the Servicer in connection with this Agreement rendered to a Committed Purchaser located in Germany are subject to German value added tax and that such value added tax should be fully recoverable as input value added tax by such Committed Purchaser. 736942168 19632398738387080 IN WITNESS WHEREOF, the parties hereto have caused this Third Amended and Restated Receivables Purchase and Administration Agreement to be executed and delivered by their duly authorized officers as of the date hereof. T-MOBILE HANDSET FUNDING LLC, ,as Transferor By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President, Treasury & Treasurer T-MOBILE FINANCIAL LLC, ,in its individual capacity and as Servicer By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Assistant Treasurer T-MOBILE US, INC.INC.,in its individual capacity with respect to Section 2.15(b) and as Guarantor By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President, in Treasury T-MOBILE USA, INC.,in its individual capacity with respect to Section 2.15(b) and as Guarantor By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President, Treasury & Treasurer [Signature Page to Third A&R Receivables Purchase and Administration Agreement] 000000000 00000000000000000 ROYAL BANK OF CANADA, as Administrative Agent By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Authorized Signatory OLD LINE FUNDING, LLC, ,as a Conduit Purchaser By: Royal Bank of Canada, as Attorney-in-Fact By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Committed Purchaser By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Authorized Signatory By: /s/ Xxxxxx X. Xxxxx Xxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Xxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Funding Agent By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Authorized Signatory [Signature Page to Third A&R Receivables Purchase and Administration Agreement] 736942168 19632398738387080 LANDESBANK HESSEN-THÜRINGEN THURINGEN GIROZENTRALE, as a Committed Purchaser By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: VP Senior Vice President/ SVP By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Analyst LANDESBANK HESSEN-THÜRINGEN THURINGEN GIROZENTRALE, as Funding Agent By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: VP Senior Vice President/ SVP By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Analyst [Signature Page to Third A&R Receivables Purchase and Administration Agreement] 736942168 19632398738387080 GOTHAM FUNDING CORPORATION, as a Conduit Purchaser By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President MUFG BANK, LTD., as a Committed Purchaser By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director MUFG BANK, LTD., as a Funding Agent By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director [Signature Page to Third A&R Receivables Purchase and Administration Agreement] 736942168 19632398738387080 XXXXXXXX FUNDING CORPORATION, as a Conduit Purchaser By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: Vice President THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCHBNP PARIBAS, as a Committed Purchaser By: /s/ Xxx Xxxxxxxxx Xxxxx Fukuoka Name: Xxx Xxxxxxxxx Xxxxx Fukuoka Title: Managing Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Funding Agent By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Managing Director LLOYDS BANK PLC, as a Committed Purchaser Vice President By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Director LLOYDS BANK PLCBNP PARIBAS, as Funding Agent By: /s/ Xxxxx Fukuoka Name: Xxxxx Fukuoka Title: Vice President By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Director This Assignment and Assumption Agreement (this “Assignment”) dated as of [ ], 20 is made by [ ] [(together with its Funding Agent (as defined below)], the “Assignor”) Signature Page to [ ] (the “Assignee”) pursuant to Section 9.7 of the Amended and Restated Third A&R Receivables Purchase and Administration Agreement] 736942168 19632398738387080 736942168 19632398738387080 FORM OF DAILYWEEKLY RECEIVABLES FILE 736942168 19632398738387080 736942168 19632398738387080 Until the Aggregate Unpaids have been reduced to zero and all amounts under this Agreement, dated the Transaction Fee Letter and the Administrative Agent Fee Letter have been repaid in full, the Transferor shall maintain one or more Eligible Interest Rate Caps with an Eligible Cap Counterparty, in each case in accordance with the following requirements: (i) such Eligible Interest Rate Caps shall, in aggregate, be in a notional amount, equal to (A) for any Payment Date prior to the Scheduled Expiry Date, at least the Purchase Limit, and (B) (1) for any Payment Date after the Scheduled Expiry Date prior to the Thirty-Six Month Contract Receivable Transfer Date, the notional amount as of June 6the last Payment Date prior to the Scheduled Expiry Date reduced by one twenty-fourth of such notional amount per month and (2) for any Payment Date after the Scheduled Expiry Date on or after the Thirty-Six Month Contract Receivable Transfer Date, 2016 the notional amount as of the last Payment Date prior to the Scheduled Expiry Date reduced by one thirty-sixth of such notional amount per month (or such other amount as amendedagreed, supplemented or otherwise modified from time to time, between the “Transferor and the Administrative Agent to reflect the percentage of Receivables Purchase Agreement”with an outstanding term in excess of 24 months); (ii) such Eligible Interest Rate Caps shall provide that the Cap Counterparty’s payment obligations be calculated by reference to the notional amount hedged thereunder and a per annum rate determined by reference to one-month LIBOR (as defined in the long-form confirmation provided in Exhibit C), among Tdetermined for and taking effect as of the first day of each Accrual Period; (iii) such Eligible Interest Rate Caps shall provide for payments to be paid on the Business Day immediately prior to each Payment Date by the Cap Counterparty by transfer directly into the Collection Account for the benefit of the Owners; (iv) such Eligible Interest Rate Caps shall provide for the Servicer to make the full up-Mobile Handset Funding LLC, as Transferor, T-Mobile Financial LLC, as Servicer front payment of any premium due upon entry by the Transferor into each Eligible Interest Rate Cap; (v) such Eligible Interest Rate Caps have been pledged to secure the due and in its individual capacity, T-Mobile US, Inc., as Guarantor, the Conduit Purchasers, the Committed Purchasers and punctual payment of all amounts owing to the Funding Agents party thereto from time to timeand their respective related Owners in connection with the Net Investment of each such Owner; and (vi) the Transferor, Royal Bank of Canada, as the Servicer and the Administrative Agent. Capitalized terms used (but not defined) in this Assignment Agent shall have agreed on the meanings provided in the Receivables Purchase Agreementstrike rate for such Eligible Interest Rate Cap.