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 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: Name: Title: T-MOBILE FINANCIAL LLC, in its individual capacity and as Servicer By: Name: Title: T-MOBILE US, INC., in its individual capacity with respect to Section 2.15(b) and as Guarantor By: Name: Title: T-MOBILE USA, 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: Name: Title: OLD LINE FUNDING, LLC, as a Conduit Purchaser By: Royal Bank of Canada, as Attorney-in-Fact By: Name: Title: ROYAL BANK OF CANADA, as a Committed Purchaser By: Name: Title: By: Name: Title: ROYAL BANK OF CANADA, as a Funding Agent By: Name: Title: [Signature Page to Third A&R Receivables Purchase and Administration Agreement] LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as a Committed Purchaser By: Name: Title: By: Name: Title: LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Funding Agent By: Name: Title: By: Name: Title: [Signature Page to Third A&R Receivables Purchase and Administration Agreement] GOTHAM FUNDING CORPORATION, as a Conduit Purchaser By: Name: Title: MUFG BANK, LTD., as a Committed Purchaser By: Name: Title: MUFG BANK, LTD., as a Funding Agent By: Name: Title: [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: Name: Title: By: Name: Title: BNP PARIBAS, as Funding Agent By: Name: Title: By: Name: Title: [Signature Page to Third A&R Receivables Purchase and Administration Agreement] SHEFFIELD RECEIVABLES COMPANY LLC, as a Conduit Purchaser By:_______________________________ Name: Title: BARCLAYS BANK PLC, as a Committed Purchaser By:_______________________________ Name: Title: BARCLAYS BANK PLC, as Funding Agent By:_______________________________ Name: Title: [Signature Page to Third A&R Receivables Purchase and Administration Agreement] EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT [Omitted] EXHIBIT B FORM OF WEEKLY RECEIVABLES FILE [Omitted] Exhibit B-1 EXHIBIT C FORM OF ELIGIBLE INTEREST RATE CAP [Omitted] EXHIBIT D HEDGING REQUIREMENTS

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. Xxxx Name: Xxxxxx X. 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. Xxxx Name: Xxxxxx X. Xxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Committed Purchaser By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Authorized Signatory By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Funding Agent By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. 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: 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: 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 BNP PARIBAS, ,as a Committed Purchaser By: /s/ Xxxxx Fukuoka Name: Xxxxx Fukuoka Title: Vice President By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director BNP PARIBAS, ,as Funding Agent By: /s/ Xxxxx Fukuoka Name: Xxxxx Fukuoka Title: Vice President By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: [Signature Page to Third A&R Receivables Purchase and Administration Agreement] SHEFFIELD RECEIVABLES COMPANY LLC, as a Conduit Purchaser By:_______________________________ Name: Title: BARCLAYS BANK PLC, as a Committed Purchaser By:_______________________________ Name: Title: BARCLAYS BANK PLC, as Funding Agent By:_______________________________ Name: Title: Director [Signature Page to Third A&R Receivables Purchase and Administration Agreement] EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this “Assignment”) dated as of [ ], 20 is made by [ ] [Omitted(together with its Funding Agent (as defined below)], the “Assignor”) to [ ] EXHIBIT B FORM OF WEEKLY RECEIVABLES FILE [Omitted] Exhibit B-1 EXHIBIT C FORM OF ELIGIBLE INTEREST RATE CAP [Omitted] EXHIBIT D HEDGING REQUIREMENTS(the “Assignee”) pursuant to Section 9.7 of the Third Amended and Restated Receivables Purchase and Administration Agreement, dated as of October 23, 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. 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: T-MOBILE USASenior Vice President, 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] 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: [Signature Page to Third A&R Receivables Purchase and Administration Agreement] 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: [Signature Page to Third A&R Receivables Purchase and Administration Agreement] Senior Analyst GOTHAM FUNDING CORPORATION, as a Conduit Purchaser By: /s/ Xxxxx X. XxXxxxxxx Name: Xxxxx X. XxXxxxxxx Title: MUFG BANKVice President THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Committed Purchaser By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: MUFG BANKManaging Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Funding Agent By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: [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: Name: Title: By: Name: Title: BNP PARIBAS, as Funding Agent By: Name: Title: By: Name: Title: [Signature Page to Third A&R Receivables Purchase and Administration Agreement] SHEFFIELD RECEIVABLES COMPANY LLC, as a Conduit Purchaser By:_______________________________ Name: Title: BARCLAYS Managing Director LLOYDS BANK PLC, as a Committed Purchaser By:_______________________________ : /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: BARCLAYS Director LLOYDS BANK PLC, as Funding Agent By:_______________________________ : /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: [Signature Page to Third A&R Receivables Purchase and Administration Agreement] Director EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this “Assignment”) dated as of [ ], 20 is made by [ ] [Omitted(together with its Funding Agent (as defined below)], the “Assignor”) to [ ] EXHIBIT B FORM OF WEEKLY RECEIVABLES FILE [Omitted] Exhibit B-1 EXHIBIT C FORM OF ELIGIBLE INTEREST RATE CAP [Omitted] EXHIBIT D HEDGING REQUIREMENTS(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. 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 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 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 T-MOBILE USA, INC., in 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. Xxxx Name: Xxxxxx X. 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. Xxxx Name: Xxxxxx X. Xxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Committed Purchaser By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Authorized Signatory By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as a Funding Agent By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. 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: 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: 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 BNP PARIBAS, as a Committed Purchaser By: /s/ Xxxxx Fukuoka Name: Xxxxx Fukuoka Title: Vice President By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director BNP PARIBAS, as Funding Agent By: /s/ Xxxxx Fukuoka Name: Xxxxx Fukuoka Title: Vice President By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director [Signature Page to Third A&R Receivables Purchase and Administration Agreement] SHEFFIELD RECEIVABLES COMPANY LLC, as a Conduit Purchaser By:_______________________________ Name: Title: BARCLAYS BANK PLC, as a Committed Purchaser By:_______________________________ Name: Title: BARCLAYS BANK PLC, as Funding Agent By:_______________________________ Name: Title: [Signature Page to Third A&R Receivables Purchase and Administration Agreement] 736942168 19632398738387080 EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT [Omitted] 736942168 19632398738387080 EXHIBIT B FORM OF WEEKLY DAILYWEEKLY RECEIVABLES FILE [Omitted] Exhibit B-1 736942168 19632398738387080 EXHIBIT C FORM OF ELIGIBLE INTEREST RATE CAP [Omitted] 736942168 19632398738387080 EXHIBIT D HEDGING REQUIREMENTSREQUIREMENTS Until the Aggregate Unpaids have been reduced to zero and all amounts under this Agreement, 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: