SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of November 19, 2015 among SPRINT SPECTRUM L.P., individually and as Servicer, THE PERSONS PARTY HERETO AS SELLERS, as Sellers, THE VARIOUS CONDUIT PURCHASERS, COMMITTED PURCHASERS,...Receivables Purchase Agreement • November 20th, 2015 • SPRINT Corp • Telephone communications (no radiotelephone) • New York
This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of November 19, 2015 (this “Agreement”), is entered into by and among SPRINT SPECTRUM L.P., a Delaware limited partnership (“Sprint Spectrum”), individually and as Servicer, THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS SELLERS (each a “Seller” and together, the “Sellers”), the various CONDUIT PURCHASERS, COMMITTED PURCHASERS and PURCHASER AGENTS from time to time party hereto, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMUNY”), as SCC Administrative Agent (as defined below), MIZUHO BANK, LTD., (“Mizuho”) as ISC Administrative Agent (as defined below), SMBC NIKKO SECURITIES AMERICA, INC., (“SMBCSI”) as Lease Administrative Agent (as defined below) and Mizuho, as Collateral Agent (as defined below).
PERFORMANCE SUPPORT AGREEMENTPerformance Support Agreement • November 20th, 2015 • SPRINT Corp • Telephone communications (no radiotelephone) • New York
THIS PERFORMANCE SUPPORT AGREEMENT dated as of November 19, 2015 and effective as of the Lease Closing Date (this “Agreement”), is between SPRINT CORPORATION, a Delaware corporation (“Performance Support Provider”) and MOBILE LEASING SOLUTIONS, LLC, a Delaware limited liability company (“Performance Beneficiary”).
SECOND AMENDED AND RESTATED RECEIVABLES SALE AND CONTRIBUTION AGREEMENT dated as of November 19, 2015 between SPRINT SPECTRUM L.P., as an Originator and as Servicer and the OTHER ORIGINATORS FROM TIME TO TIME PARTY HERETO, as Originators and THE SPES...Receivables Sale and Contribution Agreement • November 20th, 2015 • SPRINT Corp • Telephone communications (no radiotelephone) • New York
This SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of November 19, 2015 (this “Agreement”), is among SPRINT SPECTRUM L.P., a Delaware limited partnership (“Sprint Spectrum”), as an originator and as initial servicer (in such capacity, the “Servicer”), THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS ORIGINATORS (together with Sprint Spectrum, the “Originators” and each, an “Originator”), and THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS SPEs (the “SPEs” and each, a “SPE”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
GUARANTYGuaranty • November 20th, 2015 • SPRINT Corp • Telephone communications (no radiotelephone) • New York
THIS GUARANTY dated as of November 19, 2015 and effective as of the Lease Closing Date (this “Guaranty”), is between SPRINT CORPORATION, a Delaware corporation (“Guarantor”) and MOBILE LEASING SOLUTIONS, LLC, a Delaware limited liability company (“Guaranty Beneficiary”).
FIRST STEP TRANSFER AGREEMENT dated as of November 19, 2015 among THE ORIGINATORS FROM TIME TO TIME PARTY HERETO, as Transferors THE LESSEES FROM TIME TO TIME PARTY HERETO, as Transferees and SPRINT SPECTRUM L.P., as ServicerTransfer Agreement • November 20th, 2015 • SPRINT Corp • Telephone communications (no radiotelephone) • New York
This FIRST STEP TRANSFER AGREEMENT, dated as of November 19, 2015 and effective as of the Lease Closing Date (this “Agreement”), is among THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS ORIGINATORS, as transferors (collectively, the “Originators” and, each, an “Originator”), THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS LESSEES, as transferees (collectively, the “Lessees” and, each, an “LESSEE”) and SPRINT SPECTRUM L.P., as servicer (in such capacity, the “Servicer”).
MASTER LEASE AGREEMENT Dated as of November 19, 2015 among MOBILE LEASING SOLUTIONS, LLC, as Lessor and LESSEES FROM TIME TO TIME PARTY HERETO, as Lessee and SPRINT SPECTRUM L.P. as Servicer and MIZUHO BANK, LTD. as Collateral Agent COUNTERPART NO. [...Master Lease Agreement • November 20th, 2015 • SPRINT Corp • Telephone communications (no radiotelephone) • New York
This MASTER LEASE AGREEMENT, dated as of November 19, 2015 and effective as of the Lease Closing Date, (this “Agreement”) is among MOBILE LEASING SOLUTIONS, LLC, a Delaware limited liability company (“Lessor”), THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS LESSEES (collectively, “Lessees” and, each, a “Lessee”), SPRINT SPECTRUM L.P., a Delaware limited partnership (“Sprint Spectrum” or “Servicer”), and MIZUHO BANK, LTD., as collateral agent for the Finance Parties (“Collateral Agent”).
SECOND STEP TRANSFER AGREEMENT dated as of November 19, 2015 among THE LESSEES FROM TIME TO TIME PARTY HERETO, as Sellers and MOBILE LEASING SOLUTIONS, LLC, as BuyerSecond Step Transfer Agreement • November 20th, 2015 • SPRINT Corp • Telephone communications (no radiotelephone) • New York
This SECOND STEP TRANSFER AGREEMENT, dated as of November 19, 2015 and effective as of the Lease Closing Date (this “Agreement”), is among THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS LESSEES, as sellers (collectively, the “Lessees” and, each, a “Lessee”), and MOBILE LEASING SOLUTIONS, LLC, a Delaware limited liability company, as buyer (the “Buyer”).
