tmus03312020exhibit101






                                                                           EXHIBIT 10.1                                                           EXECUTION VERSION     SECOND AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES                  PURCHASE AND ADMINISTRATION AGREEMENT          THIS  SECOND AMENDMENT         TO THIRD AMENDED AND RESTATED   RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT (this “Amendment”),   dated as of February 14, 2020 (the “Second Amendment Closing Date”), is by and among T-  MOBILE HANDSET FUNDING LLC, as transferor (the “Transferor”), T-MOBILE FINANCIAL   LLC (“Finco”), individually and as servicer, T-MOBILE US, INC. (“TMUS”) and T-MOBILE   USA, INC. (“TMUSA”), jointly and severally as guarantors (collectively, the “Guarantor”),   ROYAL BANK OF CANADA, as Administrative Agent (the “Administrative Agent”), and the   various Funding Agents party to the RPAA referenced below.                                     RECITALS:          WHEREAS, the parties hereto are parties to the Third Amended and Restated Receivables   Purchase and Administration Agreement, dated as of October 23, 2018 (as amended on December   21, 2018, the “Existing RPAA” and, as further amended by this Amendment and as may be further   amended, supplemented or otherwise modified from time to time, the “RPAA”); and           WHEREAS, the parties hereto wish to amend the Existing RPAA as set forth in this   Amendment, among other things, to (i) provide that, at the Transferor’s election, the existing   framework for determining the Aggregate Advance Amount will be replaced with a new   framework, add such new framework to the Existing RPAA and make conforming changes to   related definitions and operative provisions, (ii) remove from the Existing RPAA all definitions   and operative provisions relating to Assurant and any Third Party Jump Payor, (iii) remove from   the Existing RPAA the definitions of “Expansion Receivables” and “Expansion Receivables First   Funding Date” and revise or delete, as applicable, certain operative provisions related thereto, (iv)   update certain provisions and definitions in connection with the coming into effect of the EU  Securitisation Regulation on January 1, 2019, and (v) exclude No-Service Receivables from the  Default Ratio;         NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants  hereinafter set forth and intending to be legally bound hereby, agree as follows:                                     ARTICLE 1                                    DEFINITIONS          Section 1.01 Capitalized Terms. Capitalized terms used in this Amendment (including in   the introductory paragraph and the recitals) and not otherwise defined herein shall have the   meanings ascribed thereto in the Existing RPAA.                                     ARTICLE 2                                   AMENDMENTS     736152562.9 





 






       Section 2.01 Amendments to the Existing RPAA. The parties hereto hereby agree,   subject to the terms and conditions set forth herein and in reliance on the representations,   warranties, covenants and agreements contained herein, that, effective as of the Second   Amendment Closing Date, the Existing RPAA shall be amended to delete the struck text (indicated   textually in the same manner as the following example: struck text) and to add the underlined text   (indicated textually in the same manner as the following example: underlined text), as set forth in   the marked conformed copy of the RPAA attached as Exhibit A hereto.                                     ARTICLE 3                                                                  EFFECTIVENESS; RATIFICATION          Section 3.01 Effectiveness. This Amendment shall become effective, and this   Amendment thereafter shall be binding on each of the parties hereto and their respective successors   and assigns, as of the Second Amendment Closing Date, upon the execution and delivery to the  Administrative Agent and each Funding Agent of the following:                (a)   counterparts of this Amendment executed by each of the parties hereto;                (b)   a Confirmation of Guaranty relating to the Performance Guaranty,   confirming continuing applicability of the Performance Guaranty in connection with the execution   of this Amendment;                (c)   Opinions of Counsel of Mayer Brown LLP, dated as of the Second   Amendment Closing Date, covering the matters described in and substantially consistent with the   substance of such opinions as described in Section 4.1(k) of the Existing RPAA, in form and   substance reasonably satisfactory to the Administrative Agent, each Funding Agent and counsel   to the Administrative Agent and the Funding Agents;                (d)   Secretary’s certificates with respect to the Transferor, Finco and each   Guarantor;                 (e)   good standing certificates of each of Finco, the Transferor and each   Guarantor from the Secretary of State of the State of Delaware dated a date reasonably near the   Second Amendment Closing Date; and                (f)   resolutions of the member, manager or board of directors, as applicable, of   each of Finco, the Transferor and each Guarantor in connection with the execution of this   Amendment and the other applicable Related Documents and other deliverables being executed in   connection with this Amendment.          Section 3.02 Incorporation; Ratification.                (a)   On and after the Second Amendment Closing Date this Amendment shall   be a part of the RPAA and each reference in the RPAA to “this Agreement” or “hereof”,   “hereunder” or words of like import, and each reference in any other Related Document to the   RPAA shall mean and be a reference to such RPAA as previously amended, and as amended,   modified and consented to hereby.                                         2   736152562.9 





 






             (b)   Except as expressly provided herein, the RPAA shall remain in full force   and effect and is hereby ratified and confirmed by the parties hereto.                (c)   After giving effect to this Amendment, the Performance Guaranty shall   remain in full force and effect.                                     ARTICLE 4                                                                           MISCELLANEOUS          Section 4.01 Representations and Warranties.                (a)   The Transferor hereby represents and warrants to the Administrative Agent   and the Owners that its representations and warranties set forth in Section 3.1 of the RPAA are   true and correct in all material respects as of the date hereof.               (b)   Finco hereby represents and warrants to the Administrative Agent and the  Owners that its representations and warranties set forth in Section 3.1 and Section 3.3 of the RPAA  are true and correct in all material respects as of the date hereof.               (c)   Each of TMUS and TMUSA hereby represents and warrants to the  Administrative Agent and the Owners that its representations and warranties set forth in Section  3.4 of the RPAA are true and correct in all material respects as of the date hereof.          Section 4.02 No Other Amendments or Consents; Status of RPAA and Related   Documents. The amendments set forth herein are limited as specified and shall not be construed   as an amendment or consent to any other term or provision of the Existing RPAA. Nothing herein   shall obligate the Administrative Agent, any Conduit Purchaser, Committed Purchaser or Funding   Agent to grant (or consent to) any future amendment, consent or waiver of any kind under or in   connection with the RPAA or entitle the Transferor to receive any such amendment, consent or   waiver under the RPAA. Except as otherwise expressly provided herein, this Amendment shall not   constitute a waiver of any right, power or remedy of the Owners, the Funding Agents or the   Administrative Agent set forth in the RPAA and Related Documents, and except as expressly   provided herein, this Amendment shall have no effect on any term or condition of the RPAA or   Related Documents.          Section 4.03 Governing Law; Submission to Jurisdiction. THIS AMENDMENT SHALL   BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE   STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE   PERFORMED THEREIN, WITHOUT REFERENCE TO ITS CONFLICT OF LAW   PROVISIONS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK  GENERAL OBLIGATIONS LAW, AND OBLIGATIONS, RIGHTS AND REMEDIES OF THE  PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH  LAWS. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY AGREES TO THE  JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO  REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY  OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE                                         3   736152562.9 





 






OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED  COURTS.         Section 4.04 Counterparts. This Amendment may be executed in any number of  counterparts, all of which taken together shall constitute one agreement, and any of the parties  hereto may execute this Amendment by signing such counterpart.                                                                       [Signatures on Following Page]                                          4  736152562.9 





 






      IN WITNESS WHEREOF, each of the parties hereto have caused a counterpart of this  Amendment to be duly executed as of the date first above written.                                       T-MOBILE HANDSET FUNDING LLC,                                      as Transferor                                                                             By:   /s/ Dirk Wehrse                                                     Name:  Dirk Wehrse                                      Title:  Senior Vice President, Treasury & Treasurer                                                                              T-MOBILE FINANCIAL LLC,                                      in its individual capacity and as Servicer                                                                             By:   /s/ Dirk Wehrse                                                     Name:  Dirk Wehrse                                      Title:  Assistant Treasurer                                                                              T-MOBILE US, INC.,                                      as Guarantor                                                                             By:   /s/ Dirk Wehrse                                                     Name:  Dirk Wehrse                                      Title:  Senior Vice President, Treasury & Treasurer                                                                              T-MOBILE USA, INC.,                                      as Guarantor                                                                             By:   /s/ Dirk Wehrse                                                     Name:  Dirk Wehrse                                      Title:  Senior Vice President, Treasury & Treasurer                                                                                      [Signature Page to Second Amendment to 3rd A&R RPAA]   





 






                 ROYAL BANK OF CANADA,                   as Administrative Agent                                       By:   /s/ Kevin P. Wilson                              Name:  Kevin P. Wilson                   Title:  Authorized Signatory                                       By:   /s/ Edward V. Westerman                          Name:  Edward V. Westerman                   Title:  Authorized Signatory                                        ROYAL BANK OF CANADA,                   as Funding Agent                                       By:   /s/ Kevin P. Wilson                              Name:  Kevin P. Wilson                   Title:  Authorized Signatory                                       By:   /s/ Edward V. Westerman                          Name:  Edward V. Westerman                   Title:  Authorized Signatory                                                [Signature Page to Second Amendment to 3rd A&R RPAA]                





 






                 LANDESBANK HESSEN-THURINGEN                   GIROZENTRALE,                   as a Funding Agent                    By:  /s/ Bjorn Mollner                   Name:  Bjorn Mollner                   Title:  Senior Vice President                    By:  /s/ Bjorn Reinecke                    Name:  Bjorn Reinecke                  Title:  Assistant Vice President    [Signature Page to Second Amendment to 3rd A&R RPAA] 





 






                 MUFG BANK, LTD. F/K/A THE BANK OF                   TOKYO-MITSUBISHI UFJ, LTD.,                   as a Funding Agent                                       By:   /s/ Christopher Pohl                             Name:  Christopher Pohl                   Title:  Managing Director                                                                                                           [Signature Page to Second Amendment to 3rd A&R RPAA]                





 






                 BNP PARIBAS,                   as a Funding Agent                                       By:   /s/ Chris Fukuoka                                Name:  Chris Fukuoka                   Title:  Vice President                                       By:   /s/ Advait Joshi                                 Name:  Advait Joshi                   Title:  Director            [Signature Page to Second Amendment to 3rd A&R RPAA]                





 






                                 EXHIBIT A                                             CONFORMED COPY (NOT EXECUTED IN THIS FORM) OF THIRD AMENDED AND  RESTATED RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT, DATED  AS OF OCTOBER 23, 2018 (CONFORMED WITH (I) FIRST AMENDMENT DATED AS OF  DECEMBER 21, 2018, AND (II) SECOND AMENDMENT DATED AS OF FEBRUARY 14,  2020), MARKED TO SHOW SECOND AMENDMENT REVISIONS                                                                             [ATTACHED]    736152562.9 





 






                                                            EXECUTION COPY   (CONFORMED WITH (I) FIRST AMENDMENT DATED AS OF DECEMBER 21, 2018 AND            (II) SECOND AMENDMENT DATED AS OF FEBRUARY 14, 2020)                                    THIRD AMENDED AND RESTATED           RECEIVABLES PURCHASE AND ADMINISTRATION AGREEMENT                                       among                         T-MOBILE HANDSET FUNDING LLC,                                   as Transferor,                             T-MOBILE FINANCIAL LLC,                        in its individual capacity and as Servicer,                                T-MOBILE US, INC.,                                  as a Guarantor,                                T-MOBILE USA, INC.,                                  as a Guarantor,                    THE CONDUIT PURCHASERS PARTY HERETO,                   THE COMMITTED PURCHASERS PARTY HERETO,                       THE FUNDING AGENTS PARTY HERETO,                                        and                             ROYAL BANK OF CANADA,                               as Administrative Agent                              Dated as of October 23, 2018              98660380 T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                                             TABLE OF CONTENTS   SECTION                            HEADING                              PAGE  ARTICLE I.    DEFINITIONS .................................................................................................. 2        Section 1.1 Certain Defined Terms ............................................................................... 2        Section 1.2 Computation of Time Periods .............................................................. 4846        Section 1.3 Other Definitional Provisions .............................................................. 4846  ARTICLE II.   SALES AND SETTLEMENTS .................................................................. 4847        Section 2.1 Facility. ................................................................................................ 4847        Section 2.2 Incremental Fundings........................................................................... 5149        Section 2.3 Payment of Cash Purchase Price.......................................................... 5351        Section 2.4 Filing of UCC Statements .................................................................... 5352        Section 2.5 Acceptance by Agent ........................................................................... 5452        Section 2.6 Transfers and Sales; Security Interest .................................................. 5452        Section 2.7 Non-Recourse Nature of Deferred Purchase Price .............................. 5553        Section 2.8 General Settlement Procedures ............................................................ 5553        Section 2.9 Payments and Computations, Etc ........................................................ 6058        Section 2.10 Fees ...................................................................................................... 6159        Section 2.11 Optional Purchase of Transferred Receivables by Finco ..................... 6159        Section 2.12 Mandatory Repurchase Under Certain Circumstances. ....................... 6159        Section 2.13 Retransfer of Written-Off Receivables. ............................................... 6260        Section 2.14 No Warranty Upon Retransfer ............................................................. 6360        Section 2.15 Jump Contracts; Credit Agreement Responsibility Transfers. ............ 6361        Section 2.16 No Representation or Warranty ........................................................... 6563        Section 2.17 Procedures for Extension of the Scheduled Expiry Date ..................... 6563        Section 2.18 Defaulting Ownership Groups. ............................................................ 6865        Section 2.19 Reduction and Increase of Purchase Limit .......................................... 7067        Section 2.20 Protection of Ownership Interest ......................................................... 7169        Section 2.21 Malbec Receivables. ...................................................... 72 and No-Service                    Receivables. ............................................................................................. 69        Section 2.22 EPS Receivables. ................................................................................. 7269                                         -i-  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   ARTICLE III.  REPRESENTATIONS AND WARRANTIES ........................................... 7370        Section 3.1 Representations and Warranties of Finco and the Transferor .............. 7370        Section 3.2 Representations and Warranties Relating to the Receivables .............. 7774        Section 3.3 Additional Representations and Warranties of Finco .......................... 7976        Section 3.4 Additional Representations and Warranties of the Guarantor ............. 8077        Section 3.5 Representations and Warranties of the Conduit Purchasers and                    Committed Purchasers. ........................................................................ 8279        Section 3.6 Covenants of the Transferor................................................................. 8279        Section 3.7 Covenants of Finco and the Servicer ................................................... 8985        Section 3.8 Covenants of the Guarantor ................................................................. 9996        Section 3.9 Additional Covenants of the Transferor, the Servicer and the                    Guarantor ........................................................................................... 10298        Section 3.10 Merger or Consolidation of, or Assumption, of the Obligations of                    the Guarantor, Finco or the Transferor ............................................ 105101  ARTICLE IV.   CONDITIONS PRECEDENT ................................................................ 106102        Section 4.1 Conditions to 2018 Amendment Closing Date ................................ 106102        Section 4.2 Conditions to Incremental Funding ................................................. 109105        Section 4.3 Conditions to Sales of Additional Receivables. ............................... 111106  ARTICLE V.    OWNERSHIP GROUP PURCHASE LIMITS ....................................... 112107                Section 5.1. .............................................................. Ownership Group Purchase                Limits. ..................................................................................................... 112107  ARTICLE VI.   PROTECTION OF THE OWNERS; ADMINISTRATION AND                COLLECTIONS ..................................................................................... 112108        Section 6.1 Maintenance of Information and Computer Records....................... 112108        Section 6.2 Inspections. ...................................................................................... 112108        Section 6.3 Maintenance of Writings and Records ............................................. 113109        Section 6.4 Performance of Undertakings Under the Transferred Receivables . 113109        Section 6.5 Administration and Collections. ...................................................... 113109        Section 6.6 Complete Servicing Transfer. .......................................................... 117112        Section 6.7 Servicer Default. .............................................................................. 119114        Section 6.8 Finco Not to Resign as Servicer....................................................... 120115        Section 6.9 Servicing Fee ................................................................................... 120116                                       -ii-  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         Section 6.10 Servicer Expenses ............................................................................ 121116        Section 6.11 Limitation on Liability of Servicer and Others ................................ 121116        Section 6.12 Monthly Report ................................................................................ 121117        Section 6.13 Notices to the Transferor ................................................................. 122117        Section 6.14 Annual Statement of Compliance from Servicer; Annual Servicing                    Report of Independent Public Accountants ..................................... 122117        Section 6.15 Adjustments ..................................................................................... 122118        Section 6.16 Liability of Servicer ......................................................................... 123118        Section 6.17 Modifications to Credit Agreements ................................................ 123118        Section 6.18 Compliance with Requirements of Law .......................................... 123118        Section 6.19 Limitations on Liability of the Servicer and Others ........................ 123119        Section 6.20 Access to Certain Documentation and Information Regarding the                    Receivables ...................................................................................... 124119        Section 6.21 Examination of Records ................................................................... 124119        Section 6.22 Communications Regarding Compliance Matters ........................... 124119  ARTICLE VII.  TERMINATION EVENTS; AMORTIZATION EVENTS.................... 124120        Section 7.1 Termination Events .......................................................................... 124120        Section 7.2 Remedies Upon the Occurrence of a Termination Event ................ 126121        Section 7.3 Amortization Events ........................................................................ 127122  ARTICLE VIII. INDEMNIFICATION ............................................................................. 130125        Section 8.1 Indemnification ................................................................................ 130125        Section 8.2 Tax Indemnification ......................................................................... 134129        Section 8.3 Additional Costs............................................................................... 138133        Section 8.4 Other Costs and Expenses ................................................................ 139134  ARTICLE IX.   MISCELLANEOUS ............................................................................... 140134        Section 9.1 Term of Agreement .......................................................................... 140134        Section 9.2 Waivers; Amendments ..................................................................... 140135        Section 9.3 Notices ............................................................................................. 142136        Section 9.4 Governing Law; Submission to Jurisdiction .................................... 144138        Section 9.5 WAIVER OF JURY TRIAL ............................................................ 144138        Section 9.6 Severability; Counterparts, Waiver of Setoff................................... 144139                                        -iii-  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         Section 9.7 Assignments and Participations ....................................................... 145139        Section 9.8 Confidentiality ................................................................................. 146140        Section 9.9 No Bankruptcy Petition Against the Conduit Purchasers ................ 147141        Section 9.10 Limited Recourse ............................................................................. 147141        Section 9.11 Excess Funds .................................................................................... 148142        Section 9.12 Conflict Waiver ................................................................................ 149143        Section 9.13 Funding Notices and Receivables Schedule .................................... 149143        Section 9.14 Recourse Limited to Transferred Receivables; Subordination ........ 149143        Section 9.15 Integration ........................................................................................ 150144        Section 9.16 Tax Characterization ........................................................................ 150144        Section 9.17 Right of First Refusal ....................................................................... 150144        Section 9.18 Acknowledgement and Consent to Bail-In of EEAAffected                    Financial Institutions ........................................................................ 151144        Section 9.19 No Novation. .................................................................................... 151145  ARTICLE X.    THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS . 151145        Section 10.1 Authorization and Action ................................................................. 151145        Section 10.2 UCC Filings ..................................................................................... 153146        Section 10.3 Administrative Agent’s and Funding Agents’ Reliance, Etc. .......... 153147        Section 10.4 Non-Reliance on the Administrative Agent and the Funding                    Agents .............................................................................................. 154148        Section 10.5 Administrative Agent, Funding Agents and Affiliates .................... 155149        Section 10.6 Indemnification ................................................................................ 155149        Section 10.7 Successor Administrative Agent ...................................................... 156150        Section 10.8 Helaba Funding Agent’s Undertakings Related To German VAT .. 157151  EXHIBITS   Exhibit A   Form of Assignment and Assumption Agreement  Exhibit B   Form of Daily Receivables File  Exhibit C   Form of Eligible Interest Rate Cap  Exhibit D   Hedging Requirements  Exhibit E   Form of Monthly Report  Exhibit F   Form of Receivables Schedule  Exhibit G   Form of Funding Notice  Exhibit H   Form of Investment Reduction Notice                                       -iv-  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Exhibit I   Form of Servicer’s Officer’s and Compliance Certificate    SCHEDULES   Schedule I  Conduit Purchasers, Committed Purchasers, Funding Agents and Related              Information  Schedule II Schedule of Receivables  Schedule III Organizational Information   Schedule IV Documents Delivered on the Original Closing Date, the 2016 Amendment Closing              Date, the 2017 Amendment Closing Date and the 2018 Amendment Closing Date  Schedule V  Designated Email Addresses    Annexes    Annex A     Aggregate Advance Amount Calculations  Annex B     Agreed-Upon Procedures  Annex C     T-Mobile Information - Data Confidentiality Provisions  Annex D     Form of Invoice                                           -v-  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                         THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AND                         ADMINISTRATION AGREEMENT               THIRD  AMENDED  AND  RESTATED  RECEIVABLES  PURCHASE  AND  ADMINISTRATION AGREEMENT, dated as of October 23, 2018 (as amended on December 21,  2018 (the “2018 Amendment”) and February 14, 2020 (the “2020 Amendment”) and as may be  further modified,  supplemented,  amended  or  amended  and  restated  from  time  to  time,  this  “Agreement”),  by  and among  T-MOBILE  HANDSET  FUNDING  LLC,  a  Delaware  limited  liability company, as Transferor (as defined below), T-MOBILE FINANCIAL LLC, a Delaware  limited liability company (“Finco”), in its individual capacity and as Servicer (as defined below),  T-MOBILE US, INC., a Delaware corporation, in its capacity as performance guarantor under the  Performance Guaranty  (in such capacity, a “Guarantor”), T-MOBILE USA, INC., a Delaware  corporation, in its capacity as performance guarantor under the Performance Guaranty (in such  capacity, a “Guarantor”), the CONDUIT PURCHASERS (as defined below) party hereto from  time to time, the COMMITTED PURCHASERS (as defined below) party hereto from time to  time, the FUNDING AGENTS (as defined below) for the Ownership Groups from time to time  party hereto, and ROYAL BANK OF CANADA (“RBC”), as administrative agent for the Owners  (together with its successors in such capacity, the “Administrative Agent”).                                  R E C I T A L S :               WHEREAS, certain parties hereto have previously entered into the Receivables  Purchase and Administration Agreement, dated as of November 18, 2015 (such agreement, as  amended, the “Original Agreement”), pursuant to which (i) the Transferor from time to time sold,  transferred, assigned and otherwise conveyed to the Administrative Agent (for the benefit of the  Owners), its entire beneficial interest in certain unsecured retail equipment installment plan sales  contracts and related rights in accordance with the terms of the Original Agreement and (ii) Finco  serviced all such unsecured retail equipment installment plan sales contracts, in accordance with  the terms of the Original Agreement;               WHEREAS,  certain  parties  hereto  have  previously  amended  and  restated the  Original Agreement on June 6, 2016 (such agreement, as amended, supplemented, or otherwise  modified, the “2016 RPAA”) to, among other things (i) add certain parties as Conduit Purchasers,  Committed Purchasers and Funding Agents, (ii) reflect the Ownership Group Purchase Limit of  each of the Owners party to the Original Agreement, and (iii) reflect an increase in the Purchase  Limit;               WHEREAS, certain parties hereto have previously amended and restated the 2016  RPAA on August 21, 2017 (such agreement, as amended, supplemented, or otherwise modified  prior to the date hereof, the “2017 RPAA”) to, among other things (i) add certain parties as Conduit  Purchasers, Committed Purchasers and Funding Agents, (ii) reflect the Ownership Group Purchase  Limit of each of the Owners party to the 2017 RPAA, and (iii) reflect a decrease in the Purchase  Limit;    98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1736153181 19632398 





 






               WHEREAS, the parties to the 2017 RPAA previously entered into (i) that certain  First  Amendment to  Second Amended and Restated Receivables  Purchase and Administration  Agreement, dated as of December 18, 2017 (the “First Amendment”), which reflected an increase  in the Purchase Limit, and (ii) that certain Second Amendment to Second Amended and Restated  Receivables  Purchase  and  Administration  Agreement,  dated  as  of April  3,  2018  (the  “Second  Amendment”  and,  collectively  with  the  2017  RPAA  and  the  First  Amendment,  together,  the  “Existing Agreement”), pursuant to which TMUSA became an additional Guarantor under the  Existing Agreement and the Performance Guaranty;               WHEREAS, the parties hereto wish to amend and restate the Existing Agreement  in its entirety to, among other things (i) reflect the Ownership Group Purchase Limit of each of the  Owners pursuant to this Agreement, and (ii) as otherwise specified herein;               WHEREAS,  (i) the  Transferor  desires  to  continue  to  sell,  transfer,  assign  and  otherwise convey to the Administrative Agent (for the benefit of the Owners), from time to time,  its entire beneficial interest in certain unsecured retail equipment installment plan sales contracts  and related rights  as  may be specified from  time to  time in accordance  with  the terms  of this  Agreement and (ii) Finco will continue to service all such unsecured retail equipment installment  plan sales contracts, in accordance with the terms of this Agreement;               WHEREAS, all other conditions precedent to the execution of this Agreement have  been complied with.               NOW, THEREFORE, the parties hereto agree as follows:                                    ARTICLE I.                                     DEFINITIONS        Section 1.1 Certain Defined Terms.  As used in this Agreement, the following terms  shall have the following meanings:               “2016 Amendment Closing Date” shall mean June 6, 2016.               “2017 Amendment Closing Date” shall mean August 21, 2017.               “2018 Amendment Closing Date” shall mean October 23, 2018.               “2020 Amendment Closing Date” shall mean February 14, 2020.               “Acceptable Differential” shall have the meaning specified in the Transaction Fee  Letter.                                           -2-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Accessory” means an accessory or another item sold in T-Mobile stores, on-line  or otherwise which is financed through a Credit Agreement.               “Accessory Receivable” shall mean a Receivable related to an Accessory.               “Account Bank” shall mean U.S. Bank National Association or any other  depositary bank in which the Collection Account is maintained.               “Accrual Period” shall mean (i) with respect to the first Payment Date following  the 2016 Amendment Closing Date, the period from (and including) the 2016 Amendment  Closing Date to (but excluding) the Payment Date immediately succeeding the 2016 Amendment  Closing Date, and (ii) for any Payment Date thereafter, the period from (and including) the  Payment Date immediately preceding such Payment Date to (but excluding) such Payment Date.               “Addition Date” shall mean, with respect to the transfer of Additional  Receivables, the date on which the transfer of such Additional Receivables shall occur pursuant  to Section 2.1(c).               “Additional Costs” shall have the meaning specified in Section 8.3(a).               “Additional Receivables” shall mean those Receivables, including any  Replacement Receivables, designated by the Transferor after the Original Closing Date as  Additional Receivables to be sold under this Agreement pursuant to Section 2.1(c), in each case  identified on the related Daily Receivables File and the related updated Receivables Schedule.               “Additional Rights” shall have the meaning specified in Section 3.9(i).               “Administrative Agent” shall have the meaning specified in the first paragraph of  this Agreement.               “Administrative Agent Fee Letter” shall mean the Second Amended and Restated  Administrative Agent Fee Letter, dated as of August 21, 2017 (which supersedes the Amended  and Restated Administrative Agent Fee Letter dated as of June 6, 2016), among the Transferor,  Finco and the Administrative Agent setting forth certain fees and expenses payable to the  Administrative Agent by the Transferor in connection with this Agreement, as the same may be  modified, supplemented, amended or amended and restated from time to time.               “Advance Amount” shall mean, as of any date of determination for each Cohort  (as defined in Annex A hereto), the amount determined in the manner provided in Annex A  hereto.                                           -3-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Adverse Effect” shall mean, with respect to any action, that such action will (a)  result in the occurrence of an Amortization Event or a Termination Event or (b) materially and  adversely affect the amount or timing of distributions to be made to the Administrative Agent or  any Funding Agent on behalf of their related Ownership Groups.               “Affected Financial Institution” means (a) any EEA Financial Institution or (b)  any UK Financial Institution.               “Affected Party” shall mean the Administrative Agent, each of the Funding  Agents and each of the Owners (and their respective directors, officers, employees, agents,  successors and assigns).               “Affiliate” shall mean any Person directly or indirectly controlling, controlled by,  or under direct or indirect common control with, another Person or a Subsidiary of such other  Person.  A Person shall be deemed to control another Person if the controlling Person owns,  directly or indirectly, 10% or more of any class of voting securities of the controlled Person or  possesses, directly or indirectly, the power to direct or cause the direction of the management or  policies of the controlled Person, whether through ownership of stock or otherwise.               “Affiliate Conduit” shall mean an asset-backed commercial paper conduit  administered by the Funding Agent or an Affiliate thereof which obtains funding from the  issuance of Commercial Paper or other notes.               “Aggregate Advance Amount” shall mean, as of any date of determination, 95%  of the sum of the Advance Amounts for each Cohort as of such date.               “Aggregate Net Investment” shall mean, at any time, the aggregate amount of the  Owners’ Net Investments outstanding at such time.               “Aggregate Unpaids” shall mean, at any time, an amount equal to the sum of,  without duplication, (i) the aggregate accrued and unpaid Yield and Monthly Non-Use Fee at  such time, (ii) the Aggregate Net Investment at such time, and (iii) any other fees, including  Early Collection Fees, if any, and other amounts owed (whether due or accrued) hereunder or  under the Fee Letters by the Transferor to the Owners, the Funding Agents or the Administrative  Agent at such time.               “Agreement” shall have the meaning specified in the first paragraph of this  Agreement.               “Amortization Date” shall mean the earliest to occur of (i) the occurrence or, if  applicable, the declaration, of an Amortization Event, and (ii) the Scheduled Expiry Date.                                           -4-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Amortization Event” shall have the meaning specified in Section 7.3.               “Amortization Rate” shall mean the rate specified as the “Amortization Rate” in  the Transaction Fee Letter.               “Anti-Corruption Laws” shall mean all laws, rules, and regulations of any  jurisdiction applicable to the Transferor, Finco or their respective Subsidiaries from time to time  concerning or relating to bribery or corruption.               “Applicable EU Securitisation Regulation Due Diligence Requirements” shall  mean the due diligence requirements of Article 5 of the EU Securitisation Regulation excluding  those set out in sub-paragraph (e) of paragraph 1 of Article 5 of the EU Securitisation Regulation  or any related EU Securitisation Rules.               “Asset Base Deficiency” shall mean, as of any date of determination, the  condition that exists if (a) the Aggregate Net Investment exceeds (b) the sum of (i) the Aggregate  Advance Amount plus (ii) amounts on deposit in the Collection Account which are available for  reduction of Net Investment on the following Payment Date on such date (after taking into  account payments with senior priority).  If such term is used in a quantitative context, the amount  of the Asset Base Deficiency shall be equal to the amount of such excess.               “Assignment and Assumption Agreement” shall mean an assignment and  assumption agreement in the form of Exhibit A hereto (with such changes as may be necessary  or appropriate under the specific circumstances) executed and delivered in accordance with the  terms of this Agreement.               “Assurant” shall mean, collectively, BCA Assurant, CAA Assurant, American  Bankers Insurance Company of Florida, Federal Warranty Service Corporation, Sureway, Inc.,  Assurant Service Protection Inc., United Service Protection Corporation, United Service  Protection, Inc., The Signal, LP, and CWork Solutions, LP.               “Assurant Agreement” shall mean, collectively, (i) that certain Wireless  Equipment Program Client Administration Agreement, dated as of June 15, 2013, by and  between TMUSA, T-Mobile Puerto Rico, LLC and CAA Assurant, as amended, supplemented or  otherwise modified from time to time, and (ii) that certain Wireless Equipment Program Billing  and Collection Agreement, dated as of June 14, 2013, entered into by and among TMUSA and  BCA Assurant, as amended, supplemented or otherwise modified from time to time and any  replacement agreement entered into with Assurant following compliance with the requirements  of Section 3.7(ee).               “Assurant Event” shall mean the occurrence of the following events: (i) the  Transferor or the Administrative Agent (for the benefit of the Owners) fails to have a valid claim                                          -5-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   against a material portion of the payments from Assurant, (ii) Assurant breaches any terms of or  fails to perform any of its material obligations in connection with the “Jump” program offered by  Cwork Solutions, LP to Obligors, including any failure to remit funds for any Jump Contract for  any Jump Contract upgrade (subject to any applicable grace period under the Assurant  Agreement) and such breach has an Adverse Effect on the interest of any Funding Agent or  Owner, (iii) any legal or regulatory action invalidates or otherwise prevents the performance or  enforceability of Assurant’s obligations under the Assurant Agreement which has an Adverse  Effect on the interest of any Funding Agent or Owner, or (iv) any long-term unsecured debt  rating of Assurant is withdrawn or reduced below BB+ by S&P and Ba2 by Moody’s.               “Authorized Officer” shall mean:               (a)   with respect to the Transferor, any officer of the Transferor who is  identified on the list of Authorized Officers, containing the specimen signature of each such  Person, delivered by the Transferor to the Administrative Agent on the Original Closing Date (as  such list may be modified or supplemented from time to time thereafter); and               (b)   with respect to the Finco, any officer of the Finco who is identified on the  list of Authorized Officers, containing the specimen signature of each such Person, delivered by  the Servicer to the Administrative Agent on the Original Closing Date (as such list may be  modified or supplemented from time to time thereafter).               “Bail-In Action” means the exercise of any Write-Down and Conversion Powers  by the applicable EEA Resolution Authority in respect of any liability of an EEAAffected  Financial Institution.               “Bail-In Legislation” means, (a) with respect to any EEA Member Country  implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council  of the European Union (establishing a framework for the recovery and resolution of credit  institutions and investment firms), the relevant implementing law, regulation, rule or requirement  for such EEA Member Country from time to time.“BCA Assurant” shall mean, collectively,  American Bankers Insurance Company of Florida, a Florida corporation, American Security  Insurance Company, a Delaware corporation, Federal Warranty Service Corporation, an Illinois  corporation, The Signal, LP, a Commonwealth of Pennsylvania limited partnership, and CWork  Solutions, LP, a Commonwealth of Pennsylvania limited partnership. which is described in the  EU Bail-in Legislation Schedule and (b) with respect to the United Kingdom,  Part I of the  United Kingdom Banking Act 2009 (as amended from time to time) and any other law,  regulation or rule applicable in the United Kingdom relating to the resolution of unsound or  failing banks, investment firms or other financial institutions or their affiliates (other than  through liquidation, administration or other insolvency proceedings).                                           -6-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and  Rule 13d-5 under the Exchange Act, except that (a) in calculating the beneficial ownership of  any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such  “person” will be deemed to have beneficial ownership of all securities that such “person” has the  right to acquire by conversion or exercise of other securities, whether such right is currently  exercisable or is exercisable only after the passage of time and (b) in the case of a “group”  pursuant to Rule 13d-5(b)(1) of the Exchange Act which group includes one or more Permitted  Holders (or one or more Permitted Holders is deemed to share Beneficial Ownership with one or  more other persons of any shares of Capital Stock), (i) such “group” shall be deemed not to have  Beneficial Ownership of any shares held by such Permitted Holder and (ii) any person (other  than such Permitted Holder) that is a member of such group (or sharing such Beneficial  Ownership) shall be deemed not to have Beneficial Ownership of any shares held by such  Permitted Holder (or in which any such Person shares beneficial ownership).  The term  “Beneficial Ownership” has a corresponding meaning.               “Beneficial Ownership Certification” means a certification regarding beneficial  ownership required by the Beneficial Ownership Regulation, which certification, if applicable,  shall be substantially similar in form and substance to the form of Certification Regarding  Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan  Syndications and Trading Association and Securities Industry and Financial Markets  Association.               “Beneficial Ownership Exemption Certification” means a Certification of  Exemption from Beneficial Owner(s) Information Collection, in a form as provided by one or  more Funding Agents, delivered on the 2018 Amendment Closing Date in connection with  exemption from reporting under the Beneficial Ownership Regulation.               “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.               “Board of Directors” means (a) with respect to a corporation, the board of  directors of the corporation or any committee thereof duly authorized to act on behalf of such  board; (b) with respect to a partnership, the Board of Directors of the general partner of the  partnership; (c) with respect to a limited liability company, the managing member or members or  any controlling committee of managing members thereof; and (d) with respect to any other  Person, the board or committee of such Person serving a similar function.               “Business Day” shall mean any day other than a Saturday, Sunday or other day on  which banking institutions or trust companies in the State of New York generally or The City of  New York or the city of Seattle, Washington are authorized or obligated by law, regulation,  executive order or governmental decree to be closed.                                           -7-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “CAA Assurant” shall mean, collectively, American Bankers Insurance Company  of Florida, a Florida corporation, American Reliable Insurance Company, an Arizona  corporation, Federal Warranty Service Corporation, an Illinois corporation, Sureway, Inc., a  Delaware corporation, Assurant Service Protection Inc., an Oklahoma corporation, United  Service Protection Corporation, a Delaware corporation, United Service Protection, Inc., a  Florida corporation, The Signal, LP, a Commonwealth of Pennsylvania limited partnership, and  CWork Solutions, LP, a Commonwealth of Pennsylvania limited partnership.               “Cap Counterparty” shall mean any entity which has entered into an Eligible  Interest Rate Cap with the Transferor.               “Capital Stock” means:               (a)   in the case of a corporation, corporate stock;               (b)   in the case of an association or business entity, any and all shares,        interests, participations, rights or other equivalents (however designated) of corporate        stock;               (c)   in the case of a partnership or limited liability company, partnership        interests (whether general or limited) or membership interests, respectively; and               (d)   any other interest or participation that confers on a Person the right to        receive a share of the profits and losses of, or distributions of assets of, the issuing        Person, but excluding from all of the foregoing any debt securities convertible into        Capital Stock, whether or not such debt securities include any right of participation with        Capital Stock.               “Cash Purchase Price” shall have the meaning specified in Section 2.1(b)(i).               “Change of Control” means the occurrence of any of the following: (a) the direct  or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or  consolidation), in one or a series of related transactions, of all or substantially all of the  properties or assets of TMUSA and its Subsidiaries taken as a whole to any “person” (as that  term is used in Section 13(d) of the Exchange Act) other than any such disposition to a  Subsidiary or a Permitted Holder; (b) the adoption of a plan relating to the liquidation or  dissolution of TMUSA; (c) the consummation of any transaction (including any merger or  consolidation), the result of which is that any “person” (as defined above), other than a Permitted  Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting  Shares of TMUS (or its successor by merger, consolidation or purchase of all or substantially all  of its assets or its equity), measured by voting power rather than number of shares; or (d)  TMUSA ceases to be a direct or indirect Wholly Owned Subsidiary of TMUS.                                          -8-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Change of Control Triggering Event” means the occurrence of a Change of  Control:               (a)(i) that is accompanied or followed by a downgrade by one or more        gradations (including gradations within ratings categories as well as between ratings        categories) or withdrawal of the rating of any series of Senior Notes of TMUSA within        the Ratings Decline Period by at least two out of the three Rating Agencies and (ii) the        rating of any series of Senior Notes of TMUSA on any day during such Ratings Decline        Period is below the rating by each such Rating Agency in effect immediately preceding        the first public announcement of the Change of Control (or occurrence thereof if such        Change of Control occurs prior to public announcement), provided that in making the        relevant decision(s) referred to above to downgrade or withdraw such ratings, as        applicable, the relevant Rating Agency announces publicly or confirms in writing during        such Ratings Decline Period that such decision(s) resulted, in whole or in part, from the        occurrence (or expected occurrence) of such Change of Control or the announcement of        the intention to effect such Change of Control; provided, further that no Change of        Control Triggering Event shall be deemed to occur if at the time of the applicable        downgrade the rating of any series of Senior Notes of TMUSA by at least two out of the        three Rating Agencies is investment grade; or               (b)   as to which the Administrative Agent has not had the opportunity to        complete a satisfactory “know your client” review process; or               (c)   which results in TMUS or any of its Affiliates being classified as a        Sanctioned Person; or               (d)   as to which, at the time of the Change of Control, each of the legal        opinions in connection with this Agreement and the Performance Guaranty which were        delivered on the 2018 Amendment Closing Date, has not been, upon request, timely re-       issued in form and substance reasonably satisfactory to the Administrative Agent and its        counsel.               “Change of Responsibility Receivable” shall mean a Transferred Receivable  where, in accordance with the Credit and Collection Policies, the related Obligor requests that  the responsibility for payment obligations under the related Credit Agreement be transferred to a  new transferee Obligor (which new Obligor may have a different credit profile than the  transferring Obligor and will be evaluated by the Servicer at such time in accordance with the  Credit and Collection Policies), and such change in responsibility request is accepted by Finco or  any of its Affiliates without payment in full of all amounts owing under the related Credit  Agreement.                                           -9-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Code” shall mean the Internal Revenue Code of 1986 and, unless otherwise  specified herein, shall include all amendments, modifications and supplements thereto from time  to time.               “Collection Account” shall mean the Collection Account established and  maintained pursuant to Section 6.5(i).  As of the date hereof, the Collection Account has been  established at U.S. Bank National Association, as account number 153595425080 (ABA#  125000105).               “Collection Period” shall mean, with respect to any Payment Date, and the related  Determination Date, the calendar month ending immediately preceding such Payment Date.               “Collections” shall mean, with respect to any Receivable, any payments (or  equivalent) made by or on behalf of the related Obligor with respect to such Receivable, in the  form of cash, checks, wire transfers, electronic transfers, ATM transfers or any other form of  payment with respect to a Credit Agreement in effect from time to time and all other amounts  specified by this Agreement as constituting Collections, and any other cash proceeds of such  Receivable, including Recoveries and cash proceeds of Related Rights with respect to such  Receivable, and amounts paid by the Transferor pursuant to Section 2.12, Section 2.15(a) or  Section 2.15(d).               “Combined Business Day” shall mean any day that is both (i) a Business Day and  (ii) so long as Helaba is a Committed Purchaser hereunder, any day other than a Saturday,  Sunday or other day on which banking institutions or trust companies in the city of Frankfurt am  Main, Germany, are authorized or obligated by law, regulation, executive order or governmental  decree to be closed.               “Commercial Paper” shall mean the short-term promissory notes of each Conduit  Purchaser issued by such Conduit Purchaser in the United States commercial paper market.               “Commercial Paper Rate” shall mean, for any Accrual Period (or portion thereof):  (i) with respect to the Old Line Owners, clause (A) of the definition of the Old Line Funding  Rate; (ii) with respect to the Gotham Owners, clause (A) of the definition of the Gotham Funding  Rate; (iii) with respect to the Starbird Owners, the Starbird Funding Rate; and (iv) with respect to  any other Owner in an Ownership Group that includes one or more Conduit Purchasers that  becomes a party to this Agreement from time to time, the amount specified (and agreed to by the  Transferor) in the related Assignment and Assumption Agreement.               “Committed Purchaser” shall mean (A) with respect to each Conduit Purchaser,  each Person identified from time to time as a “Committed Purchaser” on Schedule I hereto  oppositein the namedescription of the Ownership Group of such Conduit Purchaser and (B)  Helaba.  For the avoidance of doubt, (x) one identified Person may act as the Committed                                          -10-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Purchaser with respect to itself, as a Conduit Purchaser and (y) notwithstanding anything to the  contrary contained or implied herein, Helaba shall not have a related Conduit Purchaser.               “Comparable Transaction” shall have the meaning specified in Section 3.9(i).               “Complete Servicing Transfer” shall have the meaning specified in Section 6.6(a).               “Conduit Purchaser” shall mean (i) each Person identified from time to time as a  “Conduit Purchaser” on Schedule I hereto which, in the ordinary course of its business, issues  Commercial Paper, the proceeds of which Commercial Paper are used by such Conduit  Purchaser to acquire and maintain its Net Investment (and increases therein) and its undivided  interest in the Transferred Assets, and (ii) each successor to or assignee of any Person described  in preceding clause (i) that is (x) administered by the same Funding Agent (or an Affiliate of  such Funding Agent) that administers such Person described in preceding clause (i), or (y)  provided with a funding commitment and/or liquidity support by the same Committed Purchaser  and/or Conduit Support Provider that provides a funding commitment and/or liquidity support to  such Person described in preceding clause (i) and, in the case of this clause (ii), that is a  receivables investment company which, in the ordinary course of its business, issues commercial  paper or other securities (or otherwise obtains proceeds from the issuance of commercial paper  or other securities) to fund its acquisition and maintenance of receivables (or interests therein).   For the avoidance of doubt, one identified Person may act as a Conduit Purchaser and as a  Committed Purchaser.               “Conduit Purchaser Rating Agency” shall mean, at any time, any nationally  recognized statistical rating organization which assigns a rating to any Conduit Purchaser’s  Commercial Paper.               “Conduit Support Document” shall mean, with respect to any Conduit Purchaser,  any agreement entered into by the applicable Conduit Support Provider providing for the  issuance of one or more letters of credit for the account of such Conduit Purchaser, the issuance  of one or more surety bonds for which such Conduit Purchaser is obligated to reimburse the  applicable Conduit Support Provider for any drawings thereunder, the sale by such Conduit  Purchaser to any Conduit Support Provider of the Transferred Assets (or any portion thereof)  and/or the making of loans and/or other extensions of credit to such Conduit Purchaser in  connection with such Conduit Purchaser’s securitization program (whether for liquidity or credit  enhancement support), together with any letter of credit, surety bond or other instrument issued  thereunder, including, without limitation of the foregoing, a liquidity asset purchase agreement  related to the Transferred Assets.               “Conduit Support Provider” shall mean, with respect to any Conduit Purchaser,  any Person now or hereafter extending credit, or having a commitment to extend credit to or for  the account of, or to make purchases from, such Conduit Purchaser or issuing a letter of credit,                                          -11-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   surety bond or other instrument to support any obligations arising under or in connection with  such Conduit Purchaser’s securitization program.               “Confidential Information” shall have the meaning specified in Section 9.8(a).               “Consolidated Debt” shall mean, as of any date of determination, for TMUS and  its consolidated Subsidiaries, an amount equal to (a) the amount of long-term debt, plus (b) the  amount of short-term debt, minus (c) cash and cash equivalents, each as of the end of the  preceding calendar quarter, each as determined in accordance with GAAP and shown in the  consolidated balance sheets of TMUS as of such date.               “Consolidated EBITDA” shall mean an amount equal to the Consolidated Net  Income for such period plus (a) each of the following to the extent deducted in calculating such  Consolidated Net Income: (i) interest expense (net of interest income) payable by TMUS and its  Subsidiaries for such period, (ii) the provision for Federal, state, local and foreign income taxes  payable (including those deferred) by TMUS and its Subsidiaries for such period, (iii)  depreciation and amortization expenses of TMUS and its Subsidiaries for such period, (iv) other  deducted income and expenses, (v) expenses constituting stock-based compensation and (vi)  other non-recurring expenses of TMUS and its Subsidiaries reducing such Consolidated Net  Income which are not reflective of ongoing operations.               “Consolidated Equity Ratio” shall mean, as of any date of determination, a  fraction, expressed as a percentage, the numerator of which is (a) Consolidated Shareholders’  Equity and the denominator of which is (b) Consolidated Total Assets.               “Consolidated Leverage Ratio” shall mean, as of any date of determination, a  fraction, expressed as a percentage, the numerator of which is (a) Consolidated Debt as of such  date and the denominator of which is (b) Consolidated EBITDA for the period of the four fiscal  quarters most recently ended.               “Consolidated Net Income” shall mean, for any fiscal quarter for TMUS and its  consolidated Subsidiaries, the net income of TMUS and its consolidated Subsidiaries as of the  end of such fiscal quarter, determined in the accordance with GAAP and shown in the  consolidated statements of income of TMUS and its consolidated Subsidiaries for such date.               “Consolidated Shareholders’ Equity” shall mean, as of any date of determination,  the stockholders’ equity of TMUS and its consolidated Subsidiaries on a consolidated basis as of  the end of the prior calendar quarter determined in accordance with GAAP and shown in the  consolidated balance sheets of TMUS as of such date.               “Consolidated Total Assets” shall mean, as of any date of determination, the total  assets of TMUS and its consolidated Subsidiaries on a consolidated basis as of the end of the                                          -12-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   prior calendar quarter, determined in accordance with GAAP and shown in the consolidated  balance sheets of TMUS as of such date.               “Contract Financing Rate” shall mean, with respect to any Transferred  Receivable, the annualized percentage rate of finance charges applicable to the related Credit  Agreement at the time of origination, if applicable.               “Control” shall have the meaning specified in Section 9-104 or 9-106 (or other  applicable section of similar content) of the Relevant UCC, as applicable.               “Control Agreement” shall mean the Blocked Account Control Agreement, dated  as of November 18, 2015, among the Transferor, the Servicer, the Administrative Agent, as  secured party, and the Account Bank, and any future agreement among the Transferor, the  Servicer, the Administrative Agent and any bank or other financial institution at which the  Collection Account subject to the Control Agreement is maintained, as any of the same may be  modified, supplemented, amended or amended and restated from time to time.               “Credit Agreement” shall mean, with respect to a Receivable, the unsecured retail  equipment installment plan sales contract related to a handset device, a Smart Watch and/or one  or more Accessories, along with the agreements between Finco or another Subsidiary of TMUS  and the related Obligor governing the terms and conditions of such contract, as such agreements  may be amended, modified or otherwise changed from time to time.               “Credit and Collection Policies” shall mean, with respect to the Receivables and  Related Rights, those policies and procedures of Finco (or one of its Affiliates) relating to the  operation of its unsecured retail equipment installment plan sales contract financing business,  including the established policies and procedures for determining the creditworthiness of sales  contract customers, and relating to the origination, underwriting, servicing, administration, and  maintenance of and collection of unsecured retail equipment installment plan sales contract  receivables, as in effect on the date hereof, as such policies and procedures may be amended,  modified, or otherwise changed from time to time subject to the terms of Section 3.7(t).               “Credit and Collection Policies Log” shall have the meaning specified in Section  3.7(t)(ii).               “Cross Currency Margin” shall have the meaning specified in the Transaction Fee  Letter.               “CRR” shall have the meaning specified in Section 3.7(jj)(i).               “CRR Cost” shall have the meaning specified in Section 3.7(jj)(iv).                                           -13-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Daily Receivables File” shall mean, with respect to each Addition Date, the  applicable schedule identifying each Additional Receivable sold by the Transferor to the  Administrative Agent (for the benefit of the Owners) pursuant to this Agreement on each such  Addition Date, which schedule shall be electronically signed by the Transferor and shall  constitute a security agreement, each of which shall be incorporated into this Agreement and  which shall be in the form of Exhibit B hereto.               “Date of Processing” shall mean, with respect to any transaction or receipt of  Collections, the date on which such transaction is first recorded on the Servicer’s computer  systems, which recording or processing shall not be delayed as a result of negligence or  intentional delay on the part of the Servicer, unless such delay was in connection with regular  systems updates or routine maintenance to the Servicer’s computer systems.               “Debt” of any Person shall mean, without duplication, (i) all obligations of such  Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures,  notes or similar instruments, or upon which interest payments are customarily made, (iii) all  obligations of such Person under conditional sale or other title retention agreements relating to  property purchased by such Person (other than customary reservations or retentions of title under  agreements with suppliers entered into in the ordinary course of business), (iv) all obligations of  such Person issued or assumed as the deferred purchase price of property or services purchased  by such Person (other than trade debt incurred in the ordinary course of business and due within  twelve months of the incurrence thereof) which would appear as liabilities on a balance sheet of  such Person, (v) all obligations of such Person under take-or-pay or similar arrangements or  under commodities agreements, (vi) all indebtedness of others secured by (or for which the  holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any  Lien on, or payable out of the proceeds of production from, property owned or acquired by such  Person, whether or not the obligations secured thereby have been assumed; provided that for  purposes hereof the amount of such indebtedness shall be limited to the greater of (A) the  amount of such indebtedness as to which there is recourse to such Person and (B) the fair market  value of the property which is subject to the Lien, (vii) all guarantees of such Person, (viii) the  principal portion of all obligations of such Person under capitalized leases, (ix) all obligations of  such Person in respect of interest rate protection agreements, foreign currency exchange  agreements, commodity purchase or option agreements or other interest or exchange rate or  commodity price hedging agreements, (x) the maximum amount of all standby letters of credit  issued or bankers’ acceptances facilities created for the account of such Person and, without  duplication, all drafts drawn thereunder (to the extent unreimbursed), (xi) all preferred stock  issued by such Person and required by the terms thereof to be redeemed, or for which mandatory  sinking fund payments are due by a fixed date, and (xii) the principal balance outstanding under  any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance  sheet financing product to which such Person is a party, where such transaction is considered  borrowed money indebtedness for tax purposes. The Debt of any Person shall include the  indebtedness of any partnership or joint venture in which such Person is a general partner or a                                          -14-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   joint venturer, but only to the extent to which there is recourse to such Person for payment of  such indebtedness.               “Default Rate” shall mean the rate specified as the “Default Rate” in the  Transaction Fee Letter.               “Default Ratio” shall mean, at the end of any Collection Period, the product of (a)  12 times (b) the quotient of (i) the aggregate of the Receivable Balances of the Transferred  Receivables that became Defaulted Receivables or No-Service Receivables during the Collection  Period over (ii) the Pool Balance at the beginning of the Collection Period.               “Defaulted Receivable” shall have the meaning given to such term in Annex A  hereto.               “Defaulting Ownership Group” shall mean any Ownership Group which includes  a Committed Purchaser that has (a) failed to make an Incremental Funding (or any portion  thereof) within two (2) Combined Business Days of the date required to be made by it hereunder,  (b) notified the Transferor or the Administrative Agent in writing that it does not intend to  comply with any of its purchase or funding obligations under this Agreement or has made a  public statement to the effect that it does not intend to comply with its purchase or funding  obligations under this Agreement, (c) failed, within two (2) Combined Business Days after  request by the Administrative Agent, to confirm that it will comply with the terms of this  Agreement relating to its obligations to make prospective Incremental Fundings, (d) otherwise  failed to pay over to the Administrative Agent, its related Funding Agent or any other Owner in  its Ownership Group any other amount required to be paid by it hereunder within two (2)  Combined Business Days of the date when due, unless the subject of a good faith dispute, or (e)  become the subject of (i) a bankruptcy, insolvency or similar proceeding, or has had a receiver,  conservator, trustee or custodian appointed for it or (ii) a Bail-In Action.               “Deferred Purchase Price” shall mean all amounts received with respect to the  Transferred Receivables and Related Rights other than (i) amounts payable to the Administrative  Agent (for the benefit of the Owners) and the Owners and (ii) fees, indemnities, and expenses  payable hereunder (after application of amounts received from the Eligible Interest Rate Cap(s)).               “Delayed Amount” shall have the meaning specified in Section 2.2(c)(i).               “Delayed Purchase Date” shall have the meaning specified in Section 2.2(c)(i).               “Delayed Purchase Notice” shall have the meaning specified in Section 2.2(c)(i).               “Delaying Ownership Group” shall have the meaning specified in Section  2.2(c)(i).                                          -15-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Delaying Purchaser” shall have the meaning specified in Section 2.2(c)(i).               “Delinquency Ratio” shall have the meaning specified in Annex A hereto.               “Delinquent Receivable” shall have the meaning specified in Annex A hereto.               “Designated Email Address” shall mean an email address specified on Schedule  V hereto, and such other email addresses of representatives of Finco or the Transferor as may be  provided to the Administrative Agent from time to time in connection with the delivery of Daily  Receivables Files and Receivables Schedules.               “Determination Date” shall mean, with respect to any Payment Date, the fourth  (4th) Combined Business Day prior to such Payment Date.               “Deutsche Telekom” shall mean Deutsche Telekom AG, a public law corporation  incorporated under the laws of Germany.               “Dilution” shall mean, with respect to any Receivable, the aggregate amount of  any reductions or adjustments in the Principal Balance of such Receivable as a result of any  defective, rejected, returned, repossessed or foreclosed goods or any credit, rebate, sales  allowance, discount or other adjustment or setoff (including any reduction in the Principal  Balance of such Receivable as a result of a portion of such Receivable becoming an EPS  Receivable); provided that any adjustment in the Principal Balance of any Eligible Jump  Receivable shall be excluded.               “Dilution Ratio” shall have the meaning given to such term in Annex A hereto.               “Discount Percentage” shall mean the sum of (i) the Servicing Fee Rate, (ii) the  Program Fee, (iii) the Required Hedge Rate, (iv) 0.60%, and (v)(a) the Cross Currency Margin  multiplied by (b) a fraction, (x) the numerator of which is the Net Investment of Helaba, and (y)  the denominator of which is the Aggregate Net Investment.               “Dollars” or “$” shall mean the lawful currency of the United States of America.               “Due Date” shall mean, with respect to any Receivable, any date on which such  Receivable becomes due and payable pursuant to the corresponding Invoice.               “Early Collection Fee” shall mean, for any Tranche Period during which the Net  Investment for any Owner allocated to such Tranche Period is reduced, or which is terminated  prior to the end of the period for which it was originally scheduled to last (the amount of such  reduction or, in the case of a termination of a Tranche Period, the amount of the Net Investment  allocated to such Tranche Period being herein referred to as the “Allocated Amount”), the                                          -16-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   excess, if any, of (i) the Yield that would have accrued during the remainder of such Tranche  Period subsequent to the date of such reduction or termination on the Allocated Amount if such  reduction or termination had not occurred over (ii) the sum of (A) to the extent the Allocated  Amount is allocated to another Tranche Period for the applicable Owner, the Yield actually  accrued on the portion of Allocated Amount so allocated during the remainder of such Tranche  Period, and (B) to the extent the Allocated Amount is not allocated to another Tranche Period for  the applicable Owner, the income, if any, actually received by the applicable Owner from  investing the portion of the Allocated Amount not so allocated.               “EEA Financial Institution” means (a) any credit institution or investment firm  established in any EEA Member Country which is subject to the supervision of an EEA  Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of  an institution described in clause (a) of this definition, or (c) any financial institution established  in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b)  of this definition and is subject to consolidated supervision with its parent.               “EEA Member Country” means any of the member states of the European Union,  Iceland, Liechtenstein, and Norway.               “EEA Resolution Authority” means any public administrative authority or any  person entrusted with public administrative authority of any EEA Member Country (including  any delegee) having responsibility for the resolution of any EEA Financial Institution.               “Eligible Account” shall mean a depositary account which is either (i) a  segregated trust account with the trust department of a depository institution organized under the  laws of the United States of America or any State thereof or the District of Columbia (or any  domestic branch of a foreign bank), having a long-term deposit rating of at least A2 by Moody’s,  having trust powers and acting as trustee for funds deposited in such account or (ii) a segregated  account with a depository institution organized under the laws of the United States of America or  any State thereof (or any United States branch of a foreign bank) the long-term deposit  obligations of which are rated Aa3 or higher by Moody’s or the short-term debt obligations of  which are rated at least “A-1” by S&P and “P-1” by Moody’s.               “Eligible Cap Counterparty” shall mean (i) a Person with commercial paper or  short-term deposit ratings which are equal to “A-1” or higher by S&P and “P-1” by Moody’s on  such date, (ii) if a Person does not have a commercial paper or short-term deposit rating on such  date, such Person has unsecured debt obligations which are rated at least “A-” by S&P and “A3”  by Moody’s, and (iii) in the case of either (i) or (ii), such Person is not on negative watch for  downgrade.               “Eligible Interest Rate Cap” shall mean an interest rate cap agreement in  substantively the form of Exhibit C attached hereto, entered into between the Transferor and an                                          -17-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Eligible Cap Counterparty for the benefit of the Owners, as the same may be modified,  supplemented, amended or amended and restated from time to time in accordance with the terms  thereof, including by the addition of any credit support agreement in connection therewith.               “Eligible Jump Receivable” shall mean each Receivable that has a Jump Contract  associated therewith and as of any date of determination:               (a)   the Jump Contract Feature has not yet been exercised by the related  Obligor;                (b)   upon exercise by the Obligor of the Jump Contract Feature, the Third  PartyJump Contract Payment Right will become due and owing and such Third PartyJump  Contract Payment Right has been assigned to the Administrative Agent (for the benefit of the  Owners); and                (c)   the related Jump Contract allows AssurantTMUS or its Affiliates to cancel  the Obligor’s participation in the related upgrade program at any time at Assurant’sTMUS’s or  its Affiliates’ sole discretion (if Assurant has been directed to do so by TMUSA pursuant to the  terms specified in the Assurant Agreement).               “Eligible Receivable” shall mean any Receivable, which (i) in the case of the Initial  Receivables, as of the Original Closing Date, and, (ii) in the case of any Additional Receivable, as  of the applicable Addition Date, meets the following criteria:               (a)   is payable in United States dollars;               (b)   has an Obligor who (i) has provided, as his or her most recent billing  address, an address located in the United States or a military address and (ii) is not identified by  Finco in its computer files as being the subject of a voluntary or involuntary bankruptcy  proceeding;               (c)   is not a Defaulted Receivable or Delinquent Receivable;               (d)   to Finco’s knowledge, such Receivable was not originated through fraud on  the part of the related Obligor;               (e)   does not give rise to any claim against any government agency, including,  without  limitation,  the  United  States  or  any  state  thereof,  or  any  agency,  instrumentality,  or  department thereof;               (f)   (i) has an original term of 25 months or less if it relates to an Accessory or  Smart Watch; or (ii) has an original term of 37 months or less if it relates to a handset device;                                           -18-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               (g)   the sale, assignment or transfer of such Receivable by Finco does not require  any consent or approval by the related Obligor;               (h)   has  an  Obligor  who  is  not  an  Affiliate  of Finco or  any  governmental  authority;               (i)   (i) for a Receivable relating to a Credit Agreement with a new Obligor (i.e.,  an Obligor Tenure of “0”), the later of the following two events has occurred: (A) thirty (30) days  have passed since the date of execution of such Credit Agreement, and (B) after the first Scheduled  Payment is made with respect to the related Credit Agreement, and (ii) for a Receivable relating  to any Credit Agreement other than as described in clause (i) above, at least thirty (30) days have  passed since the date of execution of such Credit Agreement;               (j)   has, or in the case of an Accessory Receivable, its related billing account  number has, a Credit Agreement that relates to a service agreement for airtime service provided  by an Affiliate of the Servicer, a termination of which service agreement by the related Obligor  causes  acceleration  of  amounts  due  under  the  Credit  Agreement,  unless  such  Receivable  is  reclassified as a No-Service Receivable in accordance with the Credit and Collection Policies;               (k)   is either an Eligible Jump Receivable or a Receivable unrelated to a Jump  Contract;               (l)   was created in compliance in all material respects with Finco’s Credit and  Collection Policies and all Requirements  of Law applicable to Finco and pursuant  to  a Credit  Agreement which complies with all Requirements of Law applicable to Finco;               (m)   with  respect  to  which  all  material  consents,  licenses,  approvals  or  authorizations of, or registrations or declarations with, any governmental authority required to be  obtained, effected or given by Finco in connection with the creation of such Receivable or the  execution, delivery and performance by Finco of its obligations, if any, under the related Credit  Agreement have been duly obtained, effected or given and are in full force and effect;               (n)   at  the  time  of  sale  of  such  Receivable  to  the  Transferor  under  the  Sale  Agreement, Finco has good and marketable title thereto and which itself is free and clear of all  liens;               (o)   each of such Receivable, and the related Credit Agreement, constitutes a  legal,  valid  and  binding  payment  obligation  of  the  Obligor  thereon,  enforceable  against  such  Obligor in accordance with its terms, except as such enforceability may be limited by applicable  debtor relief laws and except as such enforceability may be limited by general principles of equity  (whether considered in a suit at law or in equity);                                           -19-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               (p)   constitutes an “account,” a “general intangible,” a “payment intangible,” or  “chattel paper” as defined in Article 9 of the UCC as then in effect in the State of Delaware and  the State of New York;               (q)   at the time of its sale to the Transferor under the Sale Agreement, has not  been waived or modified except as permitted in accordance with the Credit and Collection Policies  and  which  waiver  or  modification  is  reflected  in Finco’s  computer  file  of  retail  equipment  installment sales contracts at the time of its sale to the Transferor;               (r)   at the time of its sale to the Transferor under the Sale Agreement, is not  subject to any right of rescission, setoff, counterclaim or any other defense (including the defenses  arising out of violations of usury laws), other than defenses arising out of applicable debtor relief  laws or other similar laws affecting the enforcement of creditors’ rights in general and except as  such enforceability may be limited by general principles of equity (whether considered in a suit at  law or in equity);               (s)   at the time of its sale to the Transferor under the Sale Agreement, Finco has  not taken any action which would impair, or omitted to take any action the omission of which  would impair, the rights of the Transferor therein;                (t)   at the time of its sale to the Transferor under the Sale Agreement, Finco has  satisfied and fully performed all of its obligations under the related Credit Agreement;               (u)   the  related handset  device or  Smart  Watch  or  Accessory,  to  the  extent  applicable has no material defects (including, without limitation, material defects for which any  credit, rebate or reduction will be given with respect to such Receivables) which would entitle the  Obligor to refuse to pay such Receivable or which would otherwise prevent the operation of such  handset device, Smart Watch or Accessory; and               (v)   is not a Malbec Receivable or a No-Service Receivable.               “Eligible Servicer” shall mean an entity which, at the time of its appointment as  Servicer, (a) is legally qualified and has the capacity to service the Receivables, (b) has  demonstrated the ability to service professionally and competently a portfolio of similar  receivables in accordance with market standards of skill and care, (c) is qualified to use the  software that is then being used to service the Receivables or obtains the right to use or has its  own software which is adequate to perform its duties under this Agreement, and (d)(i) with  respect to an entity that is not an Affiliate of Finco, has a net worth of at least $50,000,000 as of  the end of its most recent fiscal quarter, or (ii) is an Affiliate of Finco whose servicing activities  as Servicer under this Agreement and the Related Documents are guaranteed by the Guarantor  under the Performance Guaranty.                                           -20-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “EPS Program” shall mean a program, in accordance with the Credit and  Collection Policies, by which the Servicer may permit an Obligor who is delinquent on his or her  payment obligations under a Credit Agreement to be made current on delinquent amounts under  his or her Credit Agreement by application of a credit amount to the delinquent Receivable.               “EPS Receivable” shall mean the amount of interest and principal credited on a  Transferred Receivable where (a) the related Obligor is or has been past due on payment  obligations, (b) the related Obligor requests or has requested that the Servicer allow him or her to  be part of the EPS Program, and (c) such request is accepted by the Servicer and an amount  credited on the Transferred Receivable.               “ERISA” shall mean the United States Employee Retirement Income Security Act  of 1974, as amended.               “ERISA Group” shall mean all members of a controlled group of corporations and  all trades or businesses (whether or not incorporated) under common control which, together  with the Guarantors, are treated as a single employer under Section 414 of the Code.               “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule  published by the Loan Market Association (or any successor person), as in effect from time to  time.               “EU Sanctions” shall mean economic or financial sanctions or trade embargoes  imposed, administered or enforced from time to time by the European Union.               “EU Securitisation Regulation” shall have the meaning specified in Section  3.7(jj)(i).               “EU Securitisation Rules” means the EU Securitisation Regulation, as in effect  and applicable on the 2020 Amendment Closing Date, together with any relevant regulatory  and/or implementing technical standards adopted by the European Commission in relation  thereto, any relevant regulatory and/or implementing technical standards applicable in relation  thereto pursuant to any transitional arrangements made pursuant to the EU Securitisation  Regulation, and, in each case, any relevant guidance published in relation thereto by the  European Banking Authority or the European Securities and Markets Authority (or, in either  case, any predecessor authority) or by the European Commission.               “Eurodollar Rate” shall mean, with respect any Accrual Period or portion thereof,  a rate per annum equal to the quotient (expressed as a percentage and rounded upwards, if  necessary, to the nearest 1/16 of 1%) obtained by dividing (i) LIBOR for such Accrual Period by  (ii) 100% minus the LIBOR Reserve Percentage for such Accrual Period, if any.                                           -21-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Eurodollar Spread Rate” shall mean, for any Ownership Group, the per annum  rate specified as such in the Transaction Fee Letter.               “Excess Concentrations” shall have the meaning specified in Annex A hereto.               “Excess Funds” shall have the meaning specified in Section 9.11(a).               “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.               “Existing Agreement” shall have the meaning specified in the Recitals.                “Excluded Taxes” shall have the meaning specified in Section 8.2(a).               “Expansion Receivables” shall mean                “Expansion Receivables First Funding Date” shall mean the date on which the  Owners first make any funding (including an Incremental Funding or the payment of a Cash  Purchase Price for Additional Receivables pursuant to Section 2.8(a)(i)(B)) against Receivables  which include any Expansion Receivables.  For the avoidance of doubt, the Transferor (or the  Servicer on its behalf) will notify the Administrative Agent (which shall notify each Funding  Agent) of the date that constitutes the Expansion Receivables First Funding Date.               “Extending Purchaser” shall have the meaning specified in Section 2.17.               “FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of  this Agreement (or any amended or successor version that is substantively comparable and not  materially more onerous to comply with), any current or future regulations or official  interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code  (or any amended or successor version as described above), any intergovernmental agreement  entered into in connection with such sections of the Code and any legislation, law, regulation or  practice enacted or promulgated pursuant to such intergovernmental agreement.               “Federal Bankruptcy Code” shall mean the Bankruptcy Code of the United States  of America.               “Federal Funds Effective Rate” shall mean, on any day with respect to any  Ownership Group, the rate equal to the weighted average of the rates on overnight federal funds  transactions with members of the Federal Reserve System arranged by federal funds brokers, as  published for such day (or, if such day is not a Business Day, for the preceding Business Day) by  the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a  Business Day, the average of the quotations for such day for such transactions received by the                                           -22-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   related Funding Agent from three federal funds brokers of recognized standing selected by such  Funding Agent.               “Fee Letters” shall mean, collectively, (i) the Administrative Agent Fee Letter,  and (ii) the Transaction Fee Letter.               “Final Payment Date” shall mean the date that is thirty-six (36) months following  the occurrence of the Scheduled Expiry Date, or such other date mutually agreed upon in writing  by the parties hereto pursuant to the terms of this Agreement.               “Financed Equipment” shall mean (i) an item of wireless handset equipment, (ii) a  Smart Watch, and/or (iii) one or more Accessories, in each case which was purchased by an  Obligor and financed by such Obligor pursuant to the terms of the related Credit Agreement.               “Finco” shall mean T-Mobile Financial LLC, a Delaware limited liability  company, and its successors.               “Fitch” shall mean Fitch Inc. and its successors.               “Framework Substitution Effective Date” shall mean any date designated by the  Transferor in a written notice to the Administrative Agent, the Funding Agents and the Servicer  as the date on and subsequent to which the Aggregate Advance Amount will no longer be  calculated using the definitions in Part I of Annex A hereto and shall instead be calculated using  the definitions in Part II of Annex A hereto; provided that such date may not be earlier than two  (2) calendar days following the date of such written notice, unless the Administrative Agent and  the Funding Agents consent in writing to an earlier date; provided further that such date may not  be earlier than March 1, 2020.               “Framework Substitution Outstanding Receivables” shall mean all outstanding  Transferred Receivables as of the Framework Substitution Effective Date.               “Funding Agent” shall mean, (A) with respect to each Conduit Purchaser, its  related Committed Purchasers and Conduit Support Providers, the entity identified as such from  time to time on Schedule I hereto, (B) with respect to Helaba, itself or, if different, the entity  identified as such from time to time on Schedule I hereto, and (C) with respect to any other party,  the Funding Agent specified in the applicable Assignment and Assumption Agreement.               “Funding Date” shall mean the Original Closing Date, the 2016 Amendment  Closing Date and each date on which an Incremental Funding is made.               “Funding Notice” shall have the meaning specified in Section 2.2(b)(i).                                           -23-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “GAAP” shall mean generally accepted accounting principles in the United States  set forth in the opinions and pronouncements of the Accounting Principles Board, the American  Institute of Certified Public Accountants and the Financial Accounting Standards Board,  consistently applied.               “Gotham” shall mean Gotham Funding Corporation, a Delaware corporation,  together with its successors and assigns.                 “Gotham Asset Purchase Agreement” shall mean the liquidity asset purchase  agreement, dated as of July 15, 2016, among Gotham, the Gotham Funding Agent and each of  the Gotham Purchasers signatory thereto, as the same may from time to time be amended,  restated, supplemented or otherwise modified.               “Gotham Funding Agent” shall mean the Funding Agent for the Gotham Owners  identified on the signature pagesSchedule I hereto, together with its successors and assigns.               “Gotham Funding Rate” shall mean:                     (A) with respect to any Accrual Period, to the extent any Gotham        Purchaser (or an Affiliate Conduit which is an assignee of Gotham) is funding the related        Ownership Tranche during such Accrual Period through the issuance of commercial        paper, the sum of (i)(x) unless the Gotham Funding Agent has determined that the        Gotham Pooled CP Rate shall be applicable, a rate per annum equal to the rate per annum        calculated by the Gotham Funding Agent to reflect Gotham’s (or such Affiliate        Conduit’s) cost of funding such Ownership Tranche, taking into account the weighted        daily average interest rate payable in respect of such commercial paper notes during such        period (determined in the case of discount commercial paper notes by converting the        discount to an interest bearing equivalent rate per annum), applicable placement fees and        commissions, and such other costs and expenses as the Gotham Funding Agent in good        faith deems appropriate, or (y) to the extent the Gotham Funding Agent has determined        that the Gotham Pooled CP Rate shall be applicable, the Gotham Pooled CP Rate and (ii)        the Program Fee; provided, however, that if any component of the rate determined        pursuant to this clause (A) is a discount rate, in calculating the “Gotham Funding Rate”        for such Accrual Period the Gotham Funding Agent shall for such component use the rate        resulting from converting such discount rate to an interest bearing equivalent rate per        annum; or                      (B) to the extent that Gotham or any other Owner that is a member of its        related Ownership Group is funding or maintaining any Net Investment (or portion        thereof) other than through the issuance of Commercial Paper, a rate equal to the        Liquidity Funding Rate for such Accrual Period or portion thereof;                                           -24-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   provided, however, that if an Amortization Event has occurred and is continuing, then the  Gotham Funding Rate shall be the rate determined pursuant to clause (A) or clause (B) above, as  applicable, plus the Amortization Rate; provided further, that if a Termination Event has  occurred and is continuing, then the Gotham Funding Rate shall be the rate determined pursuant  to clause (A) or clause (B) above, as applicable, plus the Default Rate.               “Gotham Owners” shall mean the Gotham Funding Agent, Gotham, each assignee  of Gotham which is an Affiliate Conduit and the Gotham Purchasers, and any assignee thereof  chosen by the Gotham Funding Agent with the consent of the Transferor, which consent shall not  be unreasonably withheld.               “Gotham Pooled CP Rate” shall mean, for each day with respect to any  Ownership Tranches as to which the Gotham Pooled CP Rate is applicable, the sum of (i)  discount or yield accrued (including, without limitation, any associated with financing the  discount or interest component on the roll-over of any Pooled Commercial Paper) on its Pooled  Commercial Paper on such day, plus (ii) any and all accrued commissions in respect of its  placement agents and commercial paper dealers, and issuing and paying agent fees incurred, in  respect of such Pooled Commercial Paper for such day, plus (iii) other costs (including without  limitation those associated with funding small or odd-lot amounts) with respect to all receivable  purchase, credit and other investment facilities which are funded by the applicable Pooled  Commercial Paper for such day.  The Gotham Pooled CP Rate shall be determined by the  Gotham Funding Agent, whose determination shall be conclusive.  As used in this definition,  “Pooled Commercial Paper” means commercial paper notes of Gotham which are subject to any  particular pooling arrangement, as determined by the Gotham Funding Agent (it being  recognized that there may be more than one distinct groups of Pooled Commercial Paper at any  time).               “Gotham Purchasers” shall mean each of the purchasers party to the Gotham  Asset Purchase Agreement and any other Conduit Support Provider related to Gotham.               “Governmental Actions” shall mean any and all consents, approvals, permits,  orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations,  declarations or filings with, any Governmental Authority required under any Governmental  Rules.               “Governmental Authority” shall mean the United States of America, any state or  other political subdivision thereof and any entity exercising executive, legislative, judicial,  regulatory or administrative functions of or pertaining to government.               “Governmental Rules” shall mean any and all laws, statutes, codes, rules,  regulations, ordinances, orders, writs, decrees and injunctions, of any Governmental Authority                                           -25-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   and any and all legally binding conditions, standards, prohibitions, requirements and judgments  of any Governmental Authority.               “Group ID” shall have the meaning given to such term in Annex A hereto.               “Grouping Summary” shall have the meaning given to such term in Annex A  hereto.               “Guarantor” means TMUS and TMUSA, jointly and severally, and in the future,  any other Person acting as guarantor pursuant to a Performance Guaranty.               “Hedging Requirements” shall mean the requirements contained in Exhibit D.               “Helaba” shall mean Landesbank Hessen-Thüringen, a public law company  incorporated under the laws of Germany.               “Helaba Funding Agent” shall mean the Funding Agent for the Helaba Owners  identified on the signature pagesSchedule I hereto, together with its successors and assigns.               “Helaba Funding Rate” shall mean for any Accrual Period or portion thereof, a  rate calculated in good faith by Helaba and notified by Helaba to the Transferor and the Servicer  prior to each Payment Date in accordance with Section 2.8(c), equal to (A) until the end of the  Accrual Period ending on November 19, 2018, the sum of (i) LIBOR plus (ii) the Program Fee  plus (iii) the Cross Currency Margin, (B) thereafter, at any time prior to the Helaba LIBOR  Election Date, the sum of (i) Helaba’s Cost of Funds Rate and (ii) the Program Fee, and (CB) on  and after the Helaba LIBOR Election Date, (i) LIBOR, plus (ii) the Program Feethe Helaba  Benchmark Funding Rate; provided in each case, however, that (1) if an Amortization Event has  occurred and is continuing, then the Helaba Funding Rate shall be such rate plus the  Amortization Rate, and (2) if a Termination Event has occurred and is continuing, then the  Helaba Funding Rate shall be such rate plus the Default Rate.               “Helaba Benchmark Funding Rate” shall mean, for any Accrual Period or portion  thereof, (i) LIBOR plus (ii) the Program Fee; provided, however, that if (I) Helaba determines  that LIBOR cannot be determined for any reason, including the unavailability of rate bids or the  general unavailability of the London interbank market for U.S. Dollar borrowings, to fund  Helaba’s Net Investment for any Accrual Period (or portion thereof), or (ii) Helaba determines  that it would be contrary to law or to the directive of any central bank or other Governmental  Authority to obtain U.S. Dollars in the London interbank market to fund or maintain its Net  Investment for any Accrual Period (or portion thereof), or (iii) Helaba advises the Transferor that  LIBOR will not adequately and fairly reflect Helaba’s cost of funding its Net Investment based  on the Helaba Benchmark Funding Rate, or (iv) such funding occurs without two (2) London  Business Days’ notice to Helaba, or (v) a funding by Helaba occurs on a date other than an                                          -26-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Addition Date, then in each case for the period commencing on the date of such funding and  ending on the date immediately preceding the first day of the next succeeding Accrual Period,  the Helaba Benchmark Funding Rate for such Accrual Period or portion thereof shall be the  greater of (I) the sum of (A) the Federal Funds Effective Rate for each day in such Accrual  Period or portion thereof plus (B) 0.50% plus (C) the Program Fee, and (II) the applicable Prime  Rate plus the Program Fee for each day in such Accrual Period or portion thereof.               “Helaba LIBOR Election Date” shall have the meaning specified in Section  2.8(h).               “Helaba’s Cost of Funds Rate” shall mean, with respect to any day during any  Accrual Period, the rate per annum, calculated in good faith by Helaba, which reflects the Helaba  Owners’ cost of funding their Net Investment, taking into account such costs and expenses  related thereto as Helaba shall determine to be appropriate, and as notified by Helaba to the  Transferor and the Servicer on the Combined Business Day prior to each Payment Date  (beginning with the December 2018 Payment Date) on which the Helaba Funding Rate shall be  based on Helaba’s Cost of Funds Rate.               “Helaba Owners” shall mean the Helaba Funding Agent and Helaba.               “Imminent Written-Off Receivable” shall have the meaning specified in Section  2.13(a).               “Incremental Funding” shall mean an increase in the Aggregate Net Investment of  the Owners made pursuant to Section 2.2.               “Indemnified Amounts” shall have the meaning specified in Section 8.1(a).               “Indemnified Party” shall have the meaning specified in Section 8.2(a).               “Independent Director” shall mean a member of the board of directors or  managers of the Transferor who (i) shall not have been at the time of such Person’s appointment  or at any time during the preceding five years, and shall not be as long as such Person is a  director or manager of the Transferor, (A) a director, officer, employee, partner, shareholder,  member, manager or Affiliate of any of the Independent Parties, (B) a supplier to any of the  Independent Parties (provided that a provider of registered agent for process services shall not be  deemed a supplier), (C) a Person controlling or under common control with any partner,  shareholder, member, manager, Affiliate or supplier of any of the Independent Parties (provided  that a provider of registered agent for process services shall not be deemed a supplier), or (D) a  member of the immediate family of any director, officer, employee, partner, shareholder,  member, manager, Affiliate or supplier of any of the Independent Parties (provided that a  provider of registered agent for process services shall not be deemed a supplier); (ii) has prior                                          -27-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   experience as an independent director for a corporation or limited liability company whose  charter documents required the unanimous consent of all independent directors thereof before  such corporation or limited liability company could consent to the institution of bankruptcy or  insolvency proceedings against it or could file a petition seeking relief under any applicable  federal or state law relating to bankruptcy and (iii) has at least three years of employment  experience with one or more entities that provide, in the ordinary course of their respective  businesses, advisory, management or placement services to issuers of securitization or structured  finance instruments, agreements or securities; provided, however, that the foregoing shall not  prohibit a Person from serving as an Independent Director of the Transferor who acts as an  “Independent Director” or “Independent Member” or in a similar capacity for an Affiliate of the  Transferor which is organized as a bankruptcy remote, special purpose entity.               “Independent Parties” shall mean, collectively, the Transferor, Finco, the Servicer  or any of their respective Subsidiaries or Affiliates (other than the Transferor).               “Ineligible Receivables” shall have the meaning specified in Section 2.12(b).               “Initial Cash Purchase Price” shall mean the portion of the Initial Purchase Price  representing the Cash Purchase Price for such Initial Receivables hereunder.               “Initial Cut-off Date” shall mean 11:45 p.m. (Pacific time) on November 15,  2015.               “Initial Purchase Price” shall mean the amount paid to the Transferor for the  Initial Receivables sold hereunder on the Original Closing Date, which amount shall be equal to  the sum of (a) $800,000,000 (representing the Cash Purchase Price for such Initial Receivables  hereunder) and (b) the Deferred Purchase Price.               “Initial Receivables” shall mean the Receivables transferred by Finco to the  Transferor on the Original Closing Date pursuant to the Sale Agreement and sold by the  Transferor to the Administrative Agent (for the benefit of the Owners) hereunder.               “Insolvency Event” shall mean, with respect to a specified Person, (a) such Person  shall file a petition commencing a voluntary case under any chapter of the federal bankruptcy  laws; or such Person shall file a petition or answer or consent seeking reorganization,  arrangement, adjustment, or composition under any other similar Insolvency Law, or shall  consent to the filing of any such petition, answer, or consent; or such Person shall appoint, or  consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or  other similar official in bankruptcy or insolvency of it or of any substantial part of its property;  such Person shall make an assignment for the benefit of creditors, or shall admit in writing its  inability to pay its debts generally as they become due; or (b) the commencement by a court  having jurisdiction in the premises of an involuntary action seeking:  (i) a decree or order for                                          -28-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   relief in respect of such Person in a case or proceeding under any applicable federal or state  bankruptcy, insolvency, reorganization, or other similar law, (ii) the appointment of a custodian,  receiver, liquidator, conservator, assignee, trustee, sequestrator, or other similar official of such  Person or (iii) the winding up or liquidation of the affairs of such Person, and notwithstanding  the objection by such Person, any such action shall have remained undischarged or unstayed for  a period of sixty (60) consecutive days or any order or decree providing the sought after relief,  remedy or other action shall have been entered.               “Insolvency Law” shall mean the Bankruptcy Code and any other applicable  federal or state bankruptcy, insolvency or other similar law.               “Inspection” shall have the meaning specified in Section 6.2(a).               “Investment Company Act” shall have the meaning specified in Section 3.1(i).               “Investment Reduction Amount” shall have the meaning specified in Section  2.8(e)(i).               “Investment Reduction Notice” shall have the meaning specified in Section  2.8(e)(i).               “Invoice” shall mean, with respect to any Receivable, the monthly bill related to  such Receivable issued by or on behalf of the Servicer to the related Obligor.               “Jump Contract” shall mean with respect to a Receivable and the related Credit  Agreement  (a)  a  program  that  provides  the  related  Obligor  with  the  option  to  upgrade  such  Obligor’s handset device prior to the completion of the term of the original Credit Agreement and  prior to the payment by such Obligor of the amount owing under the related Credit Agreement; (b)  under which, in connection with exercising the option, such Obligor will be required to pay (or  have previously paid) at least the minimum amount or percentage of the principal balance payable  under  the  original  Credit  Agreement,  as  specified  in  the  upgrade  terms  and  conditions  of  the  original Credit Agreement; and (c) upon exercise of the option, the Obligor under the original  Credit Agreement will enter into a new Credit Agreement with Finco relating to a new handset  device and the balance of the original Credit Agreement will be reduced to zero (subject to the  maximum reimbursement amount specified in the related Credit Agreement or upgrade program  terms and conditions).                “Jump Contract Feature” shall mean the features described in items (a)-(c) set forth  in the definition of “Jump Contract.”               “Jump Contract Payment Right” shall mean, with respect to a Jump Contract, all  rights to payment and amounts receivable relating to the exercise of the applicable Jump Contract                                          -29-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Feature,  where Finco  or  any  other  Person is  obligated  to  pay  off  at  least  the  full  outstanding  Principal Balance of the Receivable relating to the Jump Contract.               “Jump Termination Date” has the meaning set forth in Section 2.15(b).               “Jump Termination Event” shall mean the occurrence and continuance of any one  of the following events:               (a)   a Servicer Default; or               (b)   TMUSA (or any of its  Affiliates) or Assurant terminates or transfers its  respective obligations under, or amends the terms of the Jump Contract Feature or related program  in a manner that would result in an Adverse Effect to the Administrative Agent or the Funding  Agents without the prior written approval of the Required Owners; or               (c)   an Insolvency Event with respect to TMUS or Finco (whether or not Finco  shall then be the Servicer).               “Jump Termination Notice” shall have the meaning specified in Section 2.15(b).               “LIBOR” shall mean, with respect to any day during any Accrual Period, a rate  determined at approximately 11:00 a.m. (London time) two London Business Days prior to the  first day of such Accrual Period, equal to the interest rate per annum designated as LIBOR for  the related Funding Agent (or its Affiliate) appearing on Reuters Screen LIBOR01 page on the  Reuters Service (or such other page as may replace the LIBOR01 page on that service or such  other service as may be nominated by the ICE Benchmark Administration (“ICE”) (or the  successor thereto if ICE is no longer making LIBOR available), in each case, for the purpose of  displaying London interbank offered rates of major banks) as the rate for U.S. Dollar deposits for  a period comparable to such Accrual Period and in an amount comparable to the applicable  portion of the Aggregate Net Investment to accrue interest by reference to such interest rate.  In  the event no rate is so posted, “LIBOR” shall mean the arithmetic average (rounded up to only  four decimal places) of the rates per annum offered to the principal London office of the related  Funding Agent (or if any Funding Agent does not maintain a London office, the principal  London office of an Affiliate of such Funding Agent) by three (3) London banks, selected by the  Funding Agent in good faith, for U.S. Dollar deposits for a period comparable to such Accrual  Period and in an amount comparable to the applicable portion of the Aggregate Net Investment  to accrue interest by reference to such interest rate.  If fewer than three (3) quotations are  provided as requested, the rate for that Accrual Period will be the arithmetic mean of the three  (3) rates quoted by major banks selected by the related Funding Agent in good faith in New York  City for loans in United States dollars to leading European banks for a period comparable to such  Accrual Period, such mean to be calculated by the Administrative Agent at approximately 11:00  a.m., New York City time, on that day.                                          -30-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “LIBOR Reserve Percentage” shall mean, for any portion of the Aggregate Net  Investment to accrue interest by reference to the Eurodollar Rate and any Accrual Period  therefor, the maximum reserve percentage, if any, applicable to the related Owner under  Regulation D during such Accrual Period (or if more than one percentage shall be applicable, the  daily average of such percentages for those days in such Accrual Period during which any such  percentage shall be applicable) for determining such Owner’s reserve requirement (including any  marginal, supplemental or emergency reserves) with respect to liabilities or assets having a term  comparable to such accrual period consisting or included in the computation of Eurocurrency  Liabilities (as defined in Regulation D).  Without limiting the effect of the foregoing, but without  duplicating the provisions of Section 8.3, the LIBOR Reserve Percentage shall reflect any other  reserves required to be maintained by an Owner by reason of any Regulatory Change, in which  such relevant rule, guideline or directive was adopted, changed or reinterpreted after the Original  Closing Date, against (a) any category of liabilities which includes deposits by reference to  which LIBOR is to be determined or (b) any category of extensions of credit or other assets  which include LIBOR-based credits or assets.               “Lien” shall mean any security interest, mortgage, deed of trust, pledge,  hypothecation, assignment, deposit arrangement, equity interest, encumbrance, lien (statutory or  other), preference, participation interest, priority or other security agreement or preferential  arrangement of any kind or nature whatsoever, including any conditional sale or other title  retention agreement, any financing lease having substantially the same economic effect as any of  the foregoing and the filing of any financing statement under the UCC or comparable law of any  jurisdiction to evidence any of the foregoing.               “Liquidity Funding Rate” shall mean for any applicable portion of the Aggregate  Net Investment and Accrual Period and the applicable Funding Agent and its related Ownership  Group, a rate per annum equal to the lesser of:         (x)   the sum of (A) Eurodollar Rate for such Accrual Period plus (B) the Eurodollar              Spread Rate (the “Eurodollar Liquidity Funding Rate”); or         (y)   the greater of (I) the sum of (A) the Federal Funds Effective Rate for each day in              such Accrual Period plus (B) 0.50% plus (C) the Program Fee, and (II) the              applicable Prime Rate plus the Program Fee for each day in such Accrual Period              (the “Alternate Liquidity Funding Rate”);   provided, however, that if (i) any Owner determines that the Eurodollar Rate cannot be  determined for any reason, including the unavailability of rate bids or the general unavailability  of the London interbank market for U.S. Dollar borrowings, to fund the Net Investment of any  Owner for any Accrual Period (or portion thereof), or (ii) any Owner determines that it would be  contrary to law or to the directive of any central bank or other Governmental Authority to obtain  U.S. Dollars in the London interbank market to fund or maintain its Net Investment for any                                          -31-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Accrual Period (or portion thereof), or (iii) the related Funding Agent advises the Transferor that  the Eurodollar Liquidity Funding Rate will not adequately and fairly reflect the cost of the  related Owner of funding the applicable portion of its Net Investment based on the Liquidity  Funding Rate, or (iv) such funding occurs without two (2) London Business Days’ notice to the  related Funding Agent, or (v) a funding by any Owner occurs on a date other than an Addition  Date, then in each case for the period commencing on the date of such assignment or funding and  ending on the date immediately preceding the first day of the next succeeding Accrual Period,  the Liquidity Funding Rate shall be the Alternate Liquidity Funding Rate for each day in such  Accrual Period.               “LLC Agreement” shall mean the Amended and Restated Limited Liability  Company Agreement of the Transferor, dated as of November 18, 2015, as the same may be  modified, supplemented, amended or amended and restated from time to time.               “London Business Day” shall mean any Business Day on which dealings in  deposits in U.S. dollars are transacted in the London interbank market.               “Malbec Receivable” means a Transferred Receivable with respect to which the  Obligor has received a marketing promotion in which such Obligor receives a contingent  incentive for the related handset device, Smart Watch or Accessory which is administered as  monthly bill credits over the term of the Receivable associated with such handset device, Smart  Watch or Accessory.                “Material Adverse Effect” shall mean a material adverse effect on (i) the financial  condition or operations of Finco, the Transferor, or the Guarantor, as applicable, together with its  respective subsidiaries (in each case taken as a whole), (ii) the ability of any of Finco, the  Transferor, or the Guarantor to perform its respective obligations under this Agreement, the Sale  Agreement or the Performance Guaranty, as applicable, (iii) the legality, validity or  enforceability of this Agreement, the Sale Agreement or the Performance Guaranty, (iv) the  rights or interests of the Administrative Agent or the Funding Agents hereunder or with respect  to the Transferred Assets or (v) the collectability of the Transferred Receivables generally or any  material portion thereof (in each case, taken as a whole).               “Monthly Non-Use Fee” shall mean, for each Accrual Period (or any portion  thereof) during the Revolving Period and each Owner, an amount equal to the product of (i) the  amount by which (A) such Ownership Group’s average daily Ownership Group Purchase Limit  during the immediately preceding Accrual Period exceeds (B) such Ownership Group’s average  daily Net Investment during the immediately preceding Accrual Period, (ii) the Non-Use Fee  Rate applicable to the immediately preceding Accrual Period (or portion thereof), and (iii) a  fraction, the numerator of which is the actual number of days in the related Accrual Period and  the denominator of which is 360.                                           -32-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Monthly Report” shall mean a report prepared by the Servicer in substantially  the form of Exhibit E hereto.               “Moody’s” shall mean Moody’s Investors Service, Inc., together with its  successors.               “Multi-Seller Conduit” shall mean a single vehicle structured as a special-purpose  entity that (i) acquires interests in pools of financial assets from multiple sellers and (ii) funds  such acquisitions (a) by selling short-term notes to investors that are not secured solely by the  cash flows of receivables purchased from the Transferor, (b) solely with respect to Gotham, by  obtaining loans or liquidity loans from MUFG Bank, Ltd., (c) solely with respect to Old Line, by  obtaining loans or liquidity loans from Royal Bank of Canada (or an affiliate thereof) or (d)  solely with respect to Starbird, by obtaining loans or liquidity loans from BNP Paribas (or an  affiliate thereof).               “Net Investment” shall mean, with respect to any Owner at any time, the portion  of the Initial Cash Purchase Price paid by such Owner plus the portion of the aggregate  Incremental Fundings paid by such Owner from time to time minus, without duplication, (i) the  aggregate of all Principal Distribution Amounts and any other amounts received and applied to  reduce such Net Investment pursuant to Section 2.8 and (ii) in connection with the assignment by  such Owner of any of its Net Investment, the assigned Net Investment; provided that such  Owner’s Net Investment shall be increased by any amount so received and applied if at any time  the distribution of any such amount is rescinded or must otherwise be returned or restored for  any reason.               “No-Service Receivable” shall mean a Transferred Receivable where, in  accordance with the Credit and Collection Policies (i) the related Obligor has requested  cancellation of such Obligor’s wireless service, (ii) such request is accepted by the Servicer or its  applicable Affiliate without payment in full of amounts owing under the related Credit  Agreement, and (iii) all Scheduled Payments and other amounts due under the related Credit  Agreement remain outstanding and payable by such Obligor following such cancellation of  wireless service.  For the avoidance of doubt, a Transferred Receivable becomes a No-Service  Receivable on the date on which the Servicer accepts such request in accordance with the Credit  and Collection Policies.                “Non-Delaying Ownership Group” shall have the meaning specified in Section  2.1(d)(ii).               “Non-Extending Purchaser” shall have the meaning specified in Section 2.17.                                           -33-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Non-Use Fee Rate” shall mean, with respect to any Ownership Group and any  Accrual Period, the per annum rate specified as such in the Transaction Fee Letter for the related  Funding Agent.               “Nonconforming Jump Receivables” shall mean each Eligible Jump Receivable  where, as of any date of determination: (a) an Assurant Event has occurred and is continuing; (b)  a TMUS Event has occurred and is continuing; (cor (b) a Jump Termination Event has occurred  and is continuing; or (d) the Third Party Payment Right is not provided by Assurant.               “NRSRO” shall have the meaning specified in Section 9.8(a).               “Obligor” shall mean, with respect to any Receivable and the related Credit  Agreement, the Person or Persons party to the Credit Agreement who is (are) obligated to make  payments with respect to such Receivable, which, for the avoidance of doubt, is not necessarily  the subscriber, but the Person or Persons related to the billing account number.               “Obligor Credit Class” shall have the meaning given to such term in Annex A  hereto.               “Obligor Credit Score” shall have the meaning given to such term in Annex A  hereto.               “Obligor Financed Amount” shall have the meaning given to such term in Annex  A hereto.               “Obligor States” shall have the meaning given to such term in Annex A hereto.               “Obligor Tenure” shall have the meaning given to such term in Annex A hereto.                “Officer’s Certificate” shall mean a certificate signed by an Authorized Officer.               “Old Line” shall mean Old Line Funding, LLC, a Delaware limited liability  company, together with its successors and assigns.               “Old Line Funding Agent” shall mean the Funding Agent for the Old Line  Owners identified on the signature pagesSchedule I hereto, together with its successors and  assigns.               “Old Line Funding Rate” shall mean:                     (A) with respect to any Accrual Period, to the extent any Old Line        Purchaser (or an Affiliate Conduit which is an assignee of Old Line) is funding the                                          -34-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         related Ownership Tranche during such Accrual Period through the issuance of        commercial paper, the sum of (i)(x) unless the Old Line Funding Agent has determined        that the Old Line Pooled CP Rate shall be applicable, a rate per annum equal to the rate        per annum calculated by the Old Line Funding Agent to reflect Old Line’s (or such        Affiliate Conduit’s) cost of funding such Ownership Tranche, taking into account the        weighted daily average interest rate payable in respect of such commercial paper notes        during such period (determined in the case of discount commercial paper notes by        converting the discount to an interest bearing equivalent rate per annum), applicable        placement fees and commissions, and such other costs and expenses as the Old Line        Funding Agent in good faith deems appropriate, or (y) to the extent the Old Line Funding        Agent has determined that the Old Line Pooled CP Rate shall be applicable, the Old Line        Pooled CP Rate and (ii) the Program Fee; provided, however, that if any component of        the rate determined pursuant to this clause (A) is a discount rate, in calculating the “Old        Line Funding Rate” for such Accrual Period the Old Line Funding Agent shall for such        component use the rate resulting from converting such discount rate to an interest bearing        equivalent rate per annum; or                      (B) to the extent that Old Line or any other Owner that is a member of its        related Ownership Group is funding or maintaining any Net Investment (or portion        thereof) other than through the issuance of Commercial Paper, a rate equal to the        Liquidity Funding Rate for such Accrual Period or portion thereof;   provided, however, that if an Amortization Event has occurred and is continuing, then the Old  Line Funding Rate shall be the rate determined pursuant to clause (A) or clause (B) above, as  applicable, plus the Amortization Rate; provided further, that if a Termination Event has  occurred and is continuing, then the Old Line Funding Rate shall be the rate determined pursuant  to clause (A) or clause (B) above, as applicable, plus the Default Rate.               “Old Line Liquidity Asset Purchase Agreement” shall mean the amended and  restated liquidity asset purchase agreement, dated as of the 2017 Amendment Closing Date and  as amended by the First Amendment thereto dated as of the 2018 Amendment Closing Date,  among Old Line, the Old Line Funding Agent and each of the Old Line Purchasers signatory  thereto, as the same may from time to time be amended, restated, supplemented or otherwise  modified.               “Old Line Owners” shall mean the Old Line Funding Agent, Old Line, each  assignee of Old Line which is an Affiliate Conduit and the Old Line Purchasers, and any  assignee thereof chosen by the Old Line Funding Agent with the consent of the Transferor,  which consent shall not be unreasonably withheld.               “Old Line Pooled CP Rate” shall mean, for any day during any Accrual Period,  the per annum rate equivalent to the weighted average of the per annum rates paid or payable by                                          -35-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Old Line from time to time as interest on or otherwise (by means of interest rate hedges or  otherwise taking into consideration any incremental carrying costs associated with short-term  promissory notes issued by Old Line maturing on dates other than those certain dates on which  Old Line is to receive funds) in respect of the promissory notes issued by Old Line that are  allocated, in whole or in part, by the Funding Agent (on behalf of Old Line) to fund or maintain  any Net Investment during such period, as determined by the Funding Agent (on behalf of Old  Line) and reported to the Transferor, which rates shall reflect and give effect to (1) the  commissions of placement agents and dealers in respect of such promissory notes, to the extent  such commissions are allocated, in whole or in part, to such promissory notes by the Funding  Agent (on behalf of Old Line) and (2) other borrowings by Old Line, including, without  limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in  the commercial paper market; provided, however, that if any component of such rate is a  discount rate, in calculating the Old Line Pooled CP Rate, the Funding Agent shall for such  component use the rate resulting from converting such discount rate to an interest bearing  equivalent rate per annum.               “Old Line Purchasers” shall mean each of the purchasers party to the Old Line  Liquidity Asset Purchase Agreement and any other Conduit Support Provider related to Old  Line.               “Omnibus First Amendment” shall have the meaning specified in the Recitals.               “Opinion of Counsel” shall mean one or more written opinions of counsel who  may be an employee of or counsel to the Transferor or the Servicer, as applicable, which counsel  shall be reasonably acceptable to the Administrative Agent (after consultation with the Funding  Agents).               “Original Agreement” shall have the meaning specified in the Recitals.               “Original Closing Date” shall mean November 19, 2015.               “Other Assets” shall mean any assets (or interests therein) (other than the  Transferred Assets) transferred or purported to be transferred by the Transferor to another Person  or Persons other than the Administrative Agent (for the benefit of the Owners), whether by way  of a sale, capital contribution or by virtue of the granting of a lien.               “Other Transferors” shall have the meaning specified in Section 8.1(a).               “Outage Amount” shall have the meaning specified in Section 2.8(g).               “Outage Day” shall mean a day upon which the Servicer is unable to determine  and process Collections of Transferred Receivables received within two (2) Business Days of the                                          -36-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Date of Processing of such Collections; provided, however, that the Servicer’s negligence or  intentional disruption or omission relating to the processing of Collections shall not result in an  Outage Day, unless such act or omission was in connection with regular systems updates or  routine maintenance to the Servicer’s computer systems.               “Owner Distribution Amount” shall mean, for each Payment Date, (a) 95% of the  Total Distribution Amount for the related Payment Date plus (b) all payments received by the  Transferor under Eligible Interest Rate Caps on (or with respect to) such Payment Date.               “Owner’s Percentage” shall mean, at any time with respect to any Owner in an  Ownership Group, the percentage equivalent of a fraction, the numerator of which is the Net  Investment of such Owner at such time and the denominator of which is the aggregate of the Net  Investments of all Owners in such Ownership Group at such time.               “Owners” shall mean the Conduit Purchasers (if any), the Committed Purchasers,  the Conduit Support Providers and any of their assignees of all or any portion of the Transferred  Assets permitted under this Agreement (which shall not include any Participant).               “Ownership Group” shall mean each separate group identified from time to time  on Schedule I hereto consisting of (i) a Funding Agent, (ii) if applicable, one or more Conduit  Purchasers administered by such Funding Agent (if applicable), (iii) one or more Committed  Purchasers, and (iv) each other related Owner.               “Ownership Group Percentage” shall mean, on any date, with respect to any  Ownership Group, the applicable percentage set forth for such Ownership Group on such date on  Schedule I hereto (equivalent to a fraction, the numerator of which is the Ownership Group  Purchase Limit of such Ownership Group and the denominator of which is the Purchase Limit),  as the same may be adjusted in connection with an assignment pursuant to Section 9.7, in  connection with a Delaying Ownership Group pursuant to Section 2.2(c), in connection with the  extension of the Scheduled Expiry Date or otherwise pursuant to Section 2.17, in connection  with a Defaulting Ownership Group pursuant to Section 2.18 or in connection with a reduction or  increase pursuant to Section 2.19; provided, that, on and after the Amortization Date, the  Ownership Group Percentage of each Ownership Group shall at all times be the percentage  equivalent ofto a fraction, the numerator of which is the Ownership Group Purchase Limit  ofaggregate of the Net Investments of the Owners in such Ownership Group and the denominator  of which is the Purchase Limitoutstanding Aggregate Net Investment.               “Ownership Group Purchase Limit” shall mean, on any date, with respect to any  Ownership Group, the applicable amount set forth for such Ownership Group on such date on  Schedule I hereto, as the same may be adjusted in connection with an assignment pursuant to  Section 9.7, in connection with the extension of the Scheduled Expiry Date or otherwise pursuant  to Section 2.17, in connection with a Defaulting Ownership Group pursuant to Section 2.18, in                                          -37-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   connection with a reduction or increase pursuant to Section 2.19; provided that on and after the  Amortization Date, the Ownership Group Purchase Limit for each Ownership Group shall at all  times equal the aggregate of the Net Investments of the Owners in such Ownership Group.               “Ownership Tranche” shall mean the portion of the Net Investment of any Owner  allocated to a Tranche Period, which shall be identical in all respects, except for their respective  Ownership Group Purchase Limit and principal amounts funded in respect of such tranches, and  certain matters relating to the rate and payment of interest applicable to each Ownership  Tranche.  The initial allocation among Ownership Tranches and any modifications thereto shall  be made by the related Owner and Funding Agent and notice of such allocation shall promptly be  provided to the Transferor and Servicer.               “Participant” shall have the meaning specified in Section 9.7(c).               “PATRIOT Act” shall have the meaning specified in Section 3.5(d).               “Payment Date” shall mean the 20th day of each month or, if such day is not a  Combined Business Day, the immediately following Combined Business Day, commencing on  July 20, 2016.               “PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor  thereto.               “Performance Guaranty” shall mean the Performance Guaranty dated as of April  3, 2018 provided by each Guarantor to the Administrative Agent for the benefit of the guaranteed  parties named therein, as amended, restated, supplemented or otherwise modified from time to  time.               “Permitted Holder” means (i) Deutsche Telekom and (ii) any direct or indirect  Subsidiary of Deutsche Telekom.               “Permitted Transferee” shall mean for all Ownership Groups, (i) each initial  Owner, (ii) each Funding Agent (in its individual capacity), (iii) the Administrative Agent (in its  individual capacity), (iv) any asset-backed commercial paper conduit whose Commercial Paper  is rated A-1 or higher by S&P and P-1 by Moody’s that is administered by the Administrative  Agent, a Funding Agent or any Affiliate thereof, (v) any Support Party, and (vi) any other Person  (other than a TMUS Competitor) who has been consented to as a potential Participant or  assignee by the Transferor (which consent shall not be unreasonably withheld, delayed or  conditioned); provided, that after (a) an Amortization Event occurs and is continuing, a  “Permitted Transferee” shall mean any Person other than a TMUS Competitor, and the consent  of the Transferor shall not be required for any transferee other than a TMUS Competitor, and (b)  a Termination Event occurs and is continuing, a “Permitted Transferee” shall mean any Person,                                          -38-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   including a TMUS Competitor, and the consent of the Transferor shall not be required for any  transferee.               “Person” shall mean any corporation (including a business trust), natural person,  firm, joint venture, joint stock company, limited liability company, partnership, trust,  unincorporated organization, enterprise, government or any department or agency of any  government.               “Plan” shall mean at any time an employee pension benefit plan which is covered  by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the  Code and is either (a) maintained by a member of the ERISA Group for employees of a member  of the ERISA Group or (b) maintained pursuant to a collective bargaining agreement or any  other arrangement under which more than one employer makes contributions and to which a  member of the ERISA Group is then making or accruing an obligation to make contributions or  has within the preceding five plan years made contributions.               “Pool Balance” as of the close of business as of the Initial Cut-off Date and on the  last day of a Collection Period, shall mean the aggregate Receivable Balance of the Transferred  Receivables.               “Potential Amortization Event” shall mean any event, condition or circumstance  that, with the giving of notice or lapse of time, or both, would constitute an Amortization Event.               “Potential Servicer Default” shall mean any event, condition or circumstance that,  with the giving of notice or lapse of time, or both, would constitute a Servicer Default.               “Potential Termination Event” shall mean an event which, but for the lapse of  time or the giving of notice or both, would constitute a Termination Event.               “Primary Servicing Duties” shall mean (a) establishment, maintenance and  updates of collection practices under the Credit and Collection Policies, (b) recordation,  reconciliation and processing of Collections on the Servicer’s computer systems, (c)  establishment and maintenance of, (i) Servicer accounts for receipt of Collections and (ii) the  Collection Account, (d) performing any calculations required to be performed by the Servicer  under the Agreement, (e) preparing any reports required to be prepared by the Servicer under the  Agreement, (f) applying Collections under Section 2.8 and (g) any other servicing obligations  determined by the Administrative Agent in its reasonable discretion to be primary servicing  obligations, as notified in writing by the Administrative Agent to the Servicer.               “Prime Rate” shall mean, for any day, the rate of interest publicly announced  from time to time by the Administrative Agent as its prime rate in effect at its principal office in  New York City.                                          -39-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Principal Balance” of a Receivable, shall mean, as of any date of determination,  the outstanding principal balance of such Receivable as of such date.               “Principal Distribution Amount” shall mean, with respect to any Payment Date,  the greater of (a) the amount necessary to cause the Aggregate Advance Amount as of such  Payment Date to equal the Aggregate Net Investment as of such Payment Date, and (b) the  Investment Reduction Amount.               “Proceeds” shall mean “proceeds” as defined in Section 9-102(a)(64) (or other  applicable section of similar content) of the Relevant UCC.               “Program Fee” shall have the meaning specified in the Transaction Fee Letter.               “Projected Pool Balance” shall mean, as of any date, an amount which the  Servicer reasonably estimates will be the Pool Balance at the end of the current Collection  Period.               “Purchase Limit” shall mean $1,300,000,000, as such amount may be reduced  from time to time pursuant to Section 2.17, Section 2.18 or Section 2.19(a) or increased from  time to time pursuant to Section 2.19(b) or Section 2.19(c) or as agreed upon by the Transferor  and the Funding Agents (other than a Funding Agent acting on behalf of a Reducing Ownership  Group or a Funding Agent acting on behalf of a Defaulting Ownership Group); provided,  however, that at any time on and after the Amortization Date, the “Purchase Limit” shall mean  the outstanding Aggregate Net Investment at such time.               “Purchase Price” shall have the meaning specified in Section 2.1(b).               “Rating Agency” means each of Moody’s, S&P, Fitch and, if any of Moody’s,  S&P or Fitch ceases to exist or ceases to rate the Senior Notes for reasons outside of the control  of TMUSA, any other nationally recognized statistical rating organization selected by TMUSA  as a replacement agency.               “Ratings Decline Period” means the period that (i) begins on the earlier of (a) the  date of the first public announcement of the occurrence of a Change of Control or of the  intention by TMUSA or a shareholder of TMUSA, as applicable, to effect a Change of Control  or (b) the occurrence thereof and (ii) ends 90 days following consummation of such Change of  Control; provided that such period shall be extended for so long as the rating of the Senior Notes  of the applicable series, as noted by the applicable Rating Agency, is under publicly announced  consideration for downgrade by the applicable Rating Agency.               “RBC” shall have the meaning specified in the preamble to this Agreement.                                           -40-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Receivable” shall mean indebtedness, payment obligations or other amounts  owed to the Transferor (after giving effect to the sale by Finco to the Transferor under the Sale  Agreement) by an Obligor (without giving effect to any transfer hereunder) from time to time in  connection with a Credit Agreement related to a handset device, a Smart Watch and/or  Accessory, including amounts payable for Scheduled Payments, whether constituting an account,  chattel paper, instrument, payment intangible or general intangible arising out of or in connection  with the sale of new or used unsecured retail equipment installment plan sales contracts and  includes the right of payment of any finance charges and other obligations of the Obligor with  respect thereto.               “Receivable Balance” shall mean, with respect to any Receivable, as of any date  of determination, the present value of the unpaid Scheduled Payments thereon discounted at the  greater of (a) the Contract Financing Rate and (b) the Discount Percentage; provided, that the  Receivable Balance of any Receivable may not exceed the outstanding principal amount, if any,  owing by the related Obligor; provided further, that the Receivable Balance of (i) a Defaulted  Receivable or (ii) any Transferred Receivable which has been identified as an Ineligible  Receivable but not repurchased by the Transferor pursuant to Section 2.12 or Section 2.13, shall  be zero.               “Receivable Matrix Amount” shall mean, with respect to any Receivable and any  date of determination, the product of (i) the Receivable Balance of such Receivable as of such  date and (ii) the corresponding Matrix Rate (as defined in Annex A hereto) relating to such  Receivable.               “Receivables Schedule” shall mean the computer file identifying each Receivable  sold on the Original Closing Date and each Additional Receivable sold on each Addition Date by  Finco to the Transferor under the Sale Agreement and immediately thereafter sold by the  Transferor to the Administrative Agent (for the benefit of the Owners) on the Original Closing  Date and on each Addition Date, as applicable, pursuant to this Agreement, in the form of  Exhibit F hereto, as such file and schedule will be updated and supplemented from time to time,  and incorporated by reference into this Agreement.               “Recharacterization” shall have the meaning specified in Section 2.6.               “Records” shall mean all Credit Agreements and other documents, books, records  and other information (including, without limitation, the original or a copy of the credit  application fully executed by the Obligor, the file stamped copy of the relevant UCC financing  statements, if any, or such other documents that the Transferor or Finco or its affiliates shall keep  on file, in accordance with its customary procedures, computer programs, tapes, discs, punch  cards, data processing software and related property and rights) maintained by the Servicer or the  Transferor with respect to the Transferred Receivables and the related Obligors.                                           -41-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Recoveries” shall mean, for any period, Collections on Written-Off Receivables  during such period (including Receivables transferred to the Transferor under Section 2.13, but  not Receivables repurchased under Section 2.12 or Section 2.15(d)); provided, that the parties  agree that (a) tax refunds, whether in the form of cash or otherwise, with respect to Receivables,  and (b) any cash payments (or equivalent) or any other cash proceeds collected on EPS  Receivables (including cash proceeds of Related Rights with respect to such EPS Receivables)  shall not constitute Collections or Recoveries.               “Reducing Ownership Group” shall have the meaning specified in Section  2.17(ii).               “Regulation D” shall mean Regulation D of the Board of Governors of the  Federal Reserve System, as the same may be amended, supplemented or otherwise modified and  in effect from time to time.               “Regulatory Change” shall mean (i) the adoption after the date hereof of any  applicable law, rule or regulation (including any applicable law, rule or regulation regarding  capital adequacy or liquidity coverage), or any change therein, by any United States or foreign  governmental authority, central bank or comparable agency charged with the interpretation or  administration thereof, after the date hereof, (ii) any change after the date hereof in the  interpretation or administration thereof by any United States or foreign governmental authority,  central bank or comparable agency charged with the interpretation or administration thereof, or  compliance with any request or directive (whether or not having the force of law) issued after the  date hereof by any such authority, central bank or comparable agency, or (iii) the compliance,  whether commenced prior to or after the date hereof, by any Owner, Participant or Support Party  with the requirements of (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act,  or (b) any existing or future rules, regulations, guidance, interpretations or directives from the  U.S. bank regulatory agencies relating to the Dodd-Frank Wall Street Reform and Consumer  Protection Act (whether or not having the force of law), or (c) the rules, guidelines and directives  promulgated by the Bank for International Settlements, the Basel Committee on Banking  Supervision (or any successor or similar authority) or any United States or foreign regulatory  authorities, in each case relating to the international regulatory framework for banking capital  and liquidity measurements, standards and monitoring known collectively as “Basel III”,  regardless of the date when enacted, adopted, issued or implemented.               “Related Document” shall mean this Agreement, the Sale Agreement, the  Performance Guaranty, each Control Agreement, each Eligible Interest Rate Cap, the  Administrative Agent Fee Letter, each other Fee Letter, the LLC Agreement, each updated Daily  Receivables File, each updated Receivables Schedule, and such other documents and certificates  executed and delivered in connection therewith.                                           -42-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Related Rights” shall mean, with respect to any Transferred Receivable, all of  Finco’s and the Transferor’s right, title and interest in, to and under:         (i)   the related Credit Agreement (but not Finco’s obligations, if any, under such  Credit Agreement), all security interests, hypothecations, reservations of ownership, liens or  other adverse claims and property subject thereto from time to time purporting to secure payment  of such Transferred Receivable, whether pursuant to the contract pursuant to which such  Transferred Receivable was originated, together with all financing statements, registrations,  hypothecations, charges or other similar filings or instruments against an Obligor and all security  agreements describing any collateral securing such Transferred Receivable, if any;        (ii)   all guarantees, insurance policies (including any rights to payments to be made  directly or indirectly by an insurance company or an insurer to Finco, one of Finco’s Affiliates or  the related Obligor in connection with the exercise by such Obligor of the Jump Contract Feature  of a Jump Contract), if applicable, and other agreements or arrangements of whatsoever  character from time to time supporting of such Transferred Receivable whether pursuant to the  related Credit Agreement or otherwise;        (iii)  all Collections with respect to such Transferred Receivable;        (iv)   any Third PartyJump Contract Payment Rights (including, but not limited to, any  rights to payments to be made by Cwork Solutions, LP or one of its Affiliates);        (v)    all of the Transferor’s right, title and interest in, to and under the Sale Agreement,  including, without limitation, all amounts due or to become due to the Transferor from Finco  under the Sale Agreement and all rights, remedies, powers, privileges and claims of the  Transferor against Finco under the Sale Agreement (whether arising pursuant to the terms of the  Sale Agreement or otherwise available to the Transferor at law or in equity); and        (vi)   all proceeds of the foregoing, including, without limitation, all related amounts on  deposit in the Collection Account.               “Relevant UCC” shall mean the Uniform Commercial Code as in effect from time  to time in all applicable jurisdictions.               “Remaining Term” shall mean, with respect to any Transferred Receivable, the  number of remaining Scheduled Payments required under the Credit Agreement assuming any  upgrade option is not exercised.               “Replacement Receivable” shall mean any Receivable transferred on an Addition  Date pursuant to Section 2.15(a), Section 2.15(d) or Section 2.21.                                           -43-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Repurchase Amount” shall mean with respect to any Transferred Receivable, the  Principal Balance as of the close of business on the last day of the immediately preceding  Collection Period.               “Repurchased Receivable” shall mean a Transferred Receivable purchased as of  the close of business on the last day of a Collection Period by the Servicer pursuant to Section  2.11 or repurchased or retransferred as of such time by the Transferor pursuant to Section 2.12,  Section 2.13 or Section 2.15(d), as applicable.               “Required Hedge Rate” shall mean, a percentage equal to, for all Eligible Interest  Rate Caps in effect as of any date of determination, the highest weighted average strike rate  calculated at any time over the remaining hedge notional schedules under all such Eligible  Interest Rate Caps then in effect, weighted based on the applicable notional amounts at such  point in time; provided, that for the purposes of this Required Hedge Rate calculation, if at any  time any interest rate cap agreement no longer qualifies as an Eligible Interest Rate Cap as a  result of the Cap Counterparty no longer qualifying as an Eligible Cap Counterparty, the  Required Hedge Rate will be determined inclusive of such interest rate cap agreement’s strike  rate until such Cap Counterparty is replaced in accordance with Exhibit D.               “Required Owners” shall mean, at any time, the Funding Agents representing  Ownership Groups having in the aggregate at such time Ownership Group Percentages equal to  at least 66-2/3%; provided, that, if at any time there exists one or more Defaulting Ownership  Groups, “Required Owners” shall mean Funding Agents representing Non-Defaulting Ownership  Groups having in the aggregate Non-Defaulting Ownership Group Percentages equal to 66-2/3%,  where:               “Non-Defaulting Ownership Group” shall mean, at any time, each Ownership        Group other than a Defaulting Ownership Group; and               “Non-Defaulting Ownership Group Percentage” shall mean, at any time, with        respect to any Non-Defaulting Ownership Group, the percentage equivalent of a fraction,        the numerator of which is the Ownership Group Purchase Limit of such Non-Defaulting        Ownership Group and the denominator of which is the aggregate of the Ownership Group        Purchase Limits of all Non-Defaulting Ownership Groups.   Notwithstanding the foregoing, if at any time all Ownership Groups are Defaulting Ownership  Groups, then “Required Owners” shall at such time be determined in accordance with the  preceding sentence without giving effect to the proviso contained therein.               “Requirements of Law” shall mean, as to any Person, any law, treaty, rule or  regulation or determination of an arbitrator or a court or other Governmental Authority, in each  case applicable to or binding upon such Person or any of its property or to which such Person or                                          -44-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   any of its property is subject, whether federal, state or local (including usury laws and the federal  Truth in Lending Act).               “Resolution Authority” means an EEA Resolution Authority or, with respect to  any UK Financial Institution, a UK Resolution Authority.               “Response Date” shall have the meaning specified in Section 2.17.               “Revolving Period” shall mean the period from and including the Original  Closing Date to (but excluding) the Amortization Date.               “Rule 17g-5” shall have the meaning specified in Section 9.8(a).               “S&P” shall mean Standard & Poor’s Rating Services, a division of McGraw-Hill  Financial, together with any successors to the business of the division.               “Sale Agreement” shall mean the Third Amended and Restated Receivables Sale  Agreement, dated as of October 23, 2018, between Finco, as seller, and the Transferor, as  purchaser, as the same may be modified, supplemented, amended or amended and restated from  time to time.                “Sanctioned Country” shall mean, at any time, a country which is the subject or  target of any Sanctions.               “Sanctioned Person” shall mean, at any time, (a) any Person listed in any  Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control  of the U.S. Department of the Treasury, the U.S. Department of State, or the European Union,  (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person  controlled by any such Person.               “Sanctions” shall mean EU Sanctions and U.S. Sanctions.               “Scheduled Expiry Date” shall mean November 19, 2020, unless extended from  time to time in accordance with Section 2.17.               “Scheduled Payment” on a Receivable shall mean the scheduled periodic payment  of principal and, if applicable, interest, required to be made by the Obligor.               “Section 8.2 Costs” shall have the meaning specified in Section 8.2(h).               “Section 8.3 Costs” shall have the meaning specified in Section 8.3(c).                                           -45-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Senior Notes” means the senior unsecured notes issued pursuant to the base  indenture, dated as of April 28, 2013, among TMUSA, each of the guarantors party thereto,  Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or otherwise  modified from time to time (and any substantially identical notes issued in respect thereof).               “Servicer” shall mean Finco, as the servicer of the Transferred Receivables, and  each successor to Finco (in the same capacity) pursuant to Section 6.6.               “Servicer Default” shall mean an event specified in Section 6.7.               “Servicing Fee” shall mean the fee payable to the Servicer for services rendered  during the respective Collection Period, determined pursuant to Section 6.9.               “Servicing Fee Rate” shall mean 1.00% per annum.               “Servicing Officer” means any officer of the Servicer or any designee of any  officer of the Servicer that has been approved in writing by the Administrative Agent who, in  each case, is involved in, or responsible for, the administration and servicing of Receivables.               “Smart Watch” shall mean a smart watch that has a SIM card.               “Smart Watch Receivable” shall mean a Receivable related to a Smart Watch.               “Sprint Transaction” shall mean the transactions contemplated by that certain  Business Combination Agreement, dated as of April 29, 2018, by and among TMUS, Huron  Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of  TMUS (“Merger Company”), Superior Merger Sub Corporation, a Delaware corporation and a  wholly owned subsidiary of Merger Company, Sprint Corporation, a Delaware corporation,  Starburst I, Inc., a Delaware corporation, Galaxy Investment Holdings, Inc., a Delaware  corporation, and for the limited purposes of certain covenants and representations and warranties  that are expressly obligations of such persons, Deutsche Telekom AG, an Aktiengesellschaft  organized and existing under the laws of the Federal Republic of Germany, Deutsche Telekom  Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized and existing  under the laws of the Netherlands, and SoftBank Group Corp., a Japanese kabushiki kaisha.               “Starbird” shall mean Starbird Funding Corporation, a Delaware corporation,  together with its successors and assigns.                 “Starbird Funding Agent” shall mean the Funding Agent for the Starbird Owners  identified on the signature pagesSchedule I hereto, together with its successors and assigns.               “Starbird Funding Rate” shall mean:                                          -46-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               (A)   with respect to any Accrual Period, to the extent Starbird is funding the        related Ownership Tranche during such Accrual Period through the issuance of        commercial paper, the sum of (i) a rate per annum equal to the rate per annum calculated        by the Starbird Funding Agent to reflect Starbird’s cost of funding such Ownership        Tranche, taking into account the weighted average rate at which interest or discount is        accruing on or in respect of such commercial paper notes during such period (determined        in the case of discount commercial paper notes by converting the discount to an annual        yield equivalent rate calculated on the basis of a 360-day year), any fees attributable to        paying agents and the commissions of placement agents and dealers in respect of such        commercial paper and any costs associated with funding small or odd-lot amounts, to the        extent that such commissions or costs are allocated, in whole or in part, to such        commercial paper by such Agent, and (ii) the Program Fee; or               (B)   to the extent that Starbird or any other Owner that is a member of its        related Ownership Group is funding or maintaining any Net Investment (or portion        thereof) other than through the issuance of Commercial Paper, a rate equal to the        Liquidity Funding Rate for such Accrual Period or portion thereof;   provided, however, that if an Amortization Event has occurred and is continuing, then the  Starbird Funding Rate shall be the rate determined pursuant to clause (A) or clause (B) above, as  applicable, plus the Amortization Rate; provided further, that if a Termination Event has  occurred and is continuing, then the Starbird Funding Rate shall be the rate determined pursuant  to clause (A) or clause (B) above, as applicable, plus the Default Rate.               “Starbird Liquidity Asset Purchase Agreement” shall mean the Amended and  Restated Global Liquidity Asset Purchase Agreement, dated as of December 14, 2015, among  Starbird, the Starbird Funding Agent, as liquidity agent, each of the Starbird Liquidity Providers  signatory thereto, and BNP Paribas, New York Branch, as administrator, as amended by the  Amended and Restated Supplement No. 143 thereto, dated as of the 2017 Amendment Closing  Date, as the same may from time to time be amended, restated, supplemented or otherwise  modified.                “Starbird Liquidity Providers” shall mean each of the liquidity providers party to  the Starbird Asset Purchase Agreement and any other Conduit Support Provider related to  Starbird.               “Starbird Owners” shall mean the Starbird Funding Agent, Starbird, each assignee  of Starbird which is an Affiliate Conduit and the Starbird Liquidity Providers, and any assignee  thereof chosen by the Starbird Funding Agent with the consent of the Transferor, which consent  shall not be unreasonably withheld.                                           -47-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Subsidiary” means, with respect to any specified Person (i) any corporation,  association or other business entity of which more than 50% of the total voting power of shares  of Capital Stock entitled (without regard to the occurrence of any contingency and after giving  effect to any voting agreement or stockholders’ agreement that effectively transfers voting  power) to vote in the election of directors, managers or trustees of the corporation, association or  other business entity is at the time owned or controlled, directly or indirectly, by that Person or  one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any  partnership (A) the sole general partner or the managing general partner of which is such Person  or a Subsidiary of such Person or (B) the only general partners of which are that Person or one or  more Subsidiaries of that Person (or any combination thereof).               “Successor Servicer” shall mean an event specified in Section 6.6(b).               “Support Facility” shall mean any liquidity or credit support agreement in favor a  Conduit Purchaser which relates to this Agreement, Net Investment of the Ownership Group of  which such Conduit Purchaser is a member and the other documents relating hereto (including  any agreement to purchase an assignment of or participation in, or to extend a liquidity loan with  respect to, such Conduit Purchaser’s interest in such Net Investment).               “Support Party” shall mean any bank, insurance company or other financial  institution extending or having a commitment or option to extend funds to or for the account of a  Conduit Purchaser (including by agreement to purchase an assignment of, or participation in, the  Net Investment of the Ownership Group of which such Conduit Purchaser is a member) under a  Support Facility.  Each Committed Purchaser shall be deemed to be a Support Party for the  Conduit Purchaser(s) in the related Ownership Group.               “T-Mobile Information” shall mean, with respect to each Receivable sold  hereunder from time to time, the following: (a) billing account number, (b) invoice number, (c)  invoice Due Date, (d) invoice date, (e) invoice amount, and (f) and outstanding balance.               “Taxes” shall have the meaning specified in Section 8.2(a).               “Termination Date” shall mean the earlier to occur of (i) a Termination Event  (other than a Termination Event under Section 7.1(a)) and the delivery by the Administrative  Agent of a notice of termination pursuant to Section 7.2, or the occurrence of a Termination  Event under Section 7.1(a) and (ii) the date which is thirty-six (36) months following the  occurrence of the Amortization Date (other than due to the occurrence of a Termination Event).               “Termination Event” shall mean an event described in Section 7.1.               “Termination Notice” shall mean an event specified in Section 6.6(a).                                           -48-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Third Party Jump Notice” shall have the meaning specified in Section 2.15(b).               “Third Party Jump Payor” shall have the meaning specified in Section 2.15(b).               “Third Party Payment Right” shall mean, with respect to a Jump Contract, all  rights to payment and amounts receivable relating to the exercise of the applicable Jump  Contract Feature, where a third party is obligated to pay off at least the full outstanding Principal  Balance of the Receivable relating to the Jump Contract.               “Thirty-Six Month Contract Receivable Transfer Date” shall mean the date on  which the first Receivable related to a handset device with a contract term of more than 25  months (but not in excess of 37 months) is transferred from Finco to the Transferor pursuant to  the Sale Agreement.               “TMUS” shall mean T-Mobile US, Inc., a Delaware corporation, and its  successors in interest to the extent permitted hereunder.               “TMUS Competitor” shall mean Verizon Communications Inc., Sprint  Corporation, AT&T Inc., Comcast Corporation, Charter Communications, Inc., DISH Network  Corporation, TracFone Wireless, Inc., Alphabet Inc. and any other entity agreed to be a  competitor between the Servicer and the Administrative Agent and any affiliates and successors  thereof, unless such entity is an Affiliate of TMUS.  The Administrative Agent will notify the  Funding Agents of any such other entity agreed upon between the Servicer and the  Administrative Agent.               “TMUS Event” shall mean TMUS’s long-term unsecured debt rating falls below  “B21” by Moody’s and TMUSA’s long-term unsecured debt rating falls below “B+” by S&P.               “TMUSA” shall mean T-Mobile USA, Inc., a Delaware corporation, and its  successors in interest to the extent permitted hereunder.               “Total Distribution Amount” shall mean, for each Payment Date, the sum of (i)  the aggregate Collections in respect of Transferred Receivables deposited in the Collection  Account and not previously applied and (ii) any interest received in connection with funds on  deposit in the Collection Account and not previously applied.  For the avoidance of doubt, the  parties hereto acknowledge and agree that clause (ii) of the defined term “Total Distribution  Amount” does not include collateral (if any) posted by a Cap Counterparty pursuant to the terms  of an Eligible Interest Rate Cap.               “Tranche Period” shall mean a specified period (as determined by the related  Owner or Funding Agent) during which an Ownership Tranche will accrue interest by reference                                           -49-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   to a component of a Yield Rate, including the Eurodollar Rate, the Prime Rate or a Federal  Funds Effective Rate.               “Transaction Fee Letter” shall mean the Third Amended and Restated Transaction  Fee Letter, dated as of October 23, 2018 (which supersedes the Second Amended and Restated  Transaction Fee Letter dated as of August 21, 2017), by and among the Transferor, the Gotham  Funding Agent, the Helaba Funding Agent, the Starbird Funding Agent and the Old Line  Funding Agent, setting forth certain fees and expenses payable to each such Funding Agent (for  the benefit of its respective Owners) by the Transferor in connection with this Agreement, as the  same may be amended, restated, supplemented or otherwise modified from time to time.               “Transferor” shall mean T-Mobile Handset Funding LLC, a Delaware limited  liability company, and its successors in interest to the extent permitted hereunder.               “Transferor Distribution Amount” shall mean, for each Payment Date, 5% of the  Total Distribution Amount for the related Payment Date.               “Transferred Assets” shall have the meaning specified in Section 2.1(a).               “Transferred Receivable” shall mean the Receivables which are transferred by the  Transferor to the Administrative Agent (for the benefit of the Owners), pursuant to this  Agreement and which are identified on Schedule II hereto, with respect to the Initial Receivables  (as such Schedule II may be modified from time to time pursuant the updated Receivables  Schedules to be delivered pursuant to Section 2.1(c)); provided, that if any Transferred  Receivable is reconveyed to the Transferor or conveyed to the Servicer, in each case, as specified  in Section 2.11, Section 2.12 or Section 2.13, as applicable, such Receivable shall no longer  constitute a Transferred Receivable.               “UK Financial Institution” means any BRRD Undertaking (as such term is defined  under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom  Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook  (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority,  which includes certain credit institutions and investment firms, and certain affiliates of such credit  institutions or investment firms.                            “UK  Resolution  Authority”  means  the  Bank  of  England  or  any  other  public  administrative authority having responsibility for the resolution of any UK Financial Institution.               “U.S. Sanctions” shall mean economic or financial sanctions or trade embargoes  imposed, administered or enforced from time to time by the U.S. government, including those  administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or  the U.S. Department of State.                                          -50-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               “Volcker Rule” shall have the meaning specified in Section 3.1(i).               “Voting Shares” means, with respect to any specified Person as of any date, the  Capital Stock of such Person that is at the time entitled to vote in the election of the Board of  Directors of such Person.               “Wholly Owned Subsidiary” means, as to any Person, any other Person all of the  Capital Stock of which (other than (a) directors’ qualifying shares and (b) nominal shares issued  to foreign nationals to the extent required by applicable Requirement of Law) is owned by such  Person directly and/or through other Wholly Owned Subsidiaries.               “Write-Down and Conversion Powers” means, (a) with respect to any EEA  Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority  from time to time under the Bail-In Legislation for the applicable EEA Member Country, which  write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b)  with respect to the United Kingdom,  any powers of the applicable Resolution Authority under  the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK  Financial Institution  or any contract or instrument under which that liability arises, to convert all  or part of that liability into shares, securities or obligations of that person or any other person, to  provide that any such contract or instrument is to have effect as if a right had been exercised  under it or to suspend any obligation in respect of that liability or any of the powers under that  Bail-In Legislation that are related to or ancillary to any of those powers.               “Written-Off Receivable” shall mean any Receivable which has been written off  as uncollectible by the Servicer in accordance with the Servicer’s Credit and Collection Policies.                “Yield” shall have the meaning specified in Section 2.8(c).               “Yield Overage” shall have the meaning specified in Section 2.8(c).               “Yield Rate” shall mean, with respect to each Owner, such Owner’s Net  Investment and any Accrual Period or portion thereof, the following: (A) a rate equal to the Old  Line Funding Rate, with respect to Old Line, (B) a rate equal to the Gotham Funding Rate, with  respect to Gotham, (C) a rate equal to the Helaba Funding Rate, with respect to Helaba, (D) a  rate equal to the Starbird Funding Rate, with respect to Starbird, or (E) the applicable rate  specified in the related Assignment and Assumption Agreement to which any other Owner  becomes a party to this Agreement.               “Yield Shortfall” shall have the meaning specified in Section 2.8(c).         Section 1.2 Computation of Time Periods.  Unless otherwise stated in this Agreement,  in the computation of a period of time from a specified date to a later specified date, the word                                          -51-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   “from” means “from and including” and the words “to” and “until” each means “to but  excluding.”         Section 1.3 Other Definitional Provisions.  (a) All terms defined in this Agreement  shall have the defined meanings when used in any certificate or other document made or  delivered pursuant hereto unless otherwise defined therein.         (b)   As used in this Agreement and in any certificate or other document made or  delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any  such certificate or other document, and accounting terms partly defined in this Agreement or in  any such certificate or other document to the extent not defined, shall have the respective  meanings given to them under GAAP.  To the extent that the definitions of accounting terms in  this Agreement or in any such certificate or other document are inconsistent with the meanings  of such terms under generally accepted accounting principles, the definitions contained in this  Agreement or in any such certificate or other document shall control.         (c)   The words “hereof,” “herein,” “hereunder” and words of similar import when  used in this Agreement shall refer to this Agreement as a whole and not to any particular  provision of this Agreement; Section, Schedule and Exhibit references contained in this  Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless  otherwise specified; and the term “including” shall mean “including without limitation.”         (d)   The definitions contained in this Agreement are applicable to the singular as well  as the plural forms of such terms and to the masculine as well as to the feminine and neuter  genders of such terms.                                    ARTICLE II.                              SALES AND SETTLEMENTS        Section 2.1 Facility.         (a)   Sales of Receivables.  Upon the terms and subject to the conditions herein set  forth (including, without limitation, the applicable conditions set forth in Article IV), in  consideration of the payment of the Purchase Price and upon receipt of the related Cash Purchase  Price for the relevant Transferred Assets, the Transferor hereby sells, transfers, assigns and  conveys to the Administrative Agent (for the benefit of the Owners), without recourse except as  provided herein, all of its right, title and interest in, to and under (i) the Initial Receivables  existing at the close of business on the Initial Cut-Off Date, in the case of Receivables sold,  transferred, assigned and conveyed on the Original Closing Date, and the Additional Receivables  hereafter acquired by the Transferor to be sold, transferred, assigned and conveyed by the  Transferor to the Administrative Agent (for the benefit of the Owners) after the Original Closing  Date on each Addition Date, in each case as identified in the Receivables Schedule and the Daily                                          -52-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Receivables File to be maintained and updated from time to time by the Servicer, (ii) all Related  Rights relating thereto, and Recoveries, (iii) all monies due or to become due and all amounts  received or receivable with respect thereto, (iv) the rights, remedies, powers, privileges and  claims of the Transferor under or with respect to the Sale Agreement (whether arising pursuant  to the terms of the Sale Agreement or otherwise available to the Transferor at law or in equity),  (v) the Collection Account and all amounts from time to time credited to the Collection Account  (including, without limitation, interest, cash and other property from time to time received,  receivable or otherwise distributed in respect of or in connection with amounts on deposit in the  Collection Account), and (vi) all proceeds (including “proceeds” as defined in the UCC) thereof  (such property, collectively, the “Transferred Assets”).  Each Conduit Purchaser, in its sole  discretion, may fund its Ownership Group Percentage of any requested purchase of Transferred  Assets, and in the event such Conduit Purchaser elects not to fund its Ownership Group  Percentage of any requested purchase of Transferred Assets, the related Committed Purchaser  shall make such purchase; provided that, no such purchase shall be made by an Owner to the  extent that, after giving effect thereto, (x) the Aggregate Net Investment would exceed the  Purchase Limit or (y) the aggregate of the Net Investments of the Owners in any Ownership  Group would exceed the Ownership Group Purchase Limit for such Ownership Group.  The  parties hereto hereby agree that to the extent an Ownership Group includes only Committed  Purchasers and does not include any Conduit Purchasers, conditions precedent to funding  requirements relating to Conduit Purchasers in such Ownership Group shall be deemed  inapplicable.               Notwithstanding anything to the contrary contained in this Agreement or any  Daily Receivables File or updated Receivables Schedule (whether expressed or implied), the  parties hereto from time to time acknowledge and agree that (i) in connection with the sales,  transfers and assignments of Transferred Assets, the Administrative Agent is acting solely as an  agent for the Owners and their respective Funding Agents and not in a fiduciary capacity and (ii)  the Administrative Agent does not, by virtue of its accepting such sales, transfers and  assignments of Transferred Assets, assume any obligation to any Funding Agent or any Owner  except such obligations as may be expressly set forth in this Agreement.         (b)   Purchase Price.  The purchase price payable to the Transferor for the Transferred  Assets shall be paid as follows:               (i)   from the cash paid by the Owners (or the related Funding Agents on        behalf of such Owners) on the Original Closing Date to purchase Initial Receivables, if        any, and cash paid on any other Funding Date or Addition Date (to the extent funds are        available and used to purchase Additional Receivables) (the “Cash Purchase Price”);               (ii)  to the extent available, in cash from the proceeds of the sale of the        Transferred Assets and Collections available pursuant to Section 2.8(a)(i)(B); and                                           -53-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               (iii) to the extent cash proceeds are unavailable, by an increase in the Deferred        Purchase Price payable to the Transferor hereunder (collectively, the “Purchase Price”).   The parties hereto agree that the cash component of the Purchase Price of the Transferred  Receivables paid to the Transferor from time to time shall be allocated, upon receipt, first to  payment of the Purchase Price of Receivables that, at such time, has been appropriately  categorized as “earned” for accounting purposes by the Servicer.         (c)   Addition of Receivables.  Subject to satisfaction of the conditions specified in  Section 4.3, the Transferor may sell, transfer, assign and convey Additional Receivables on any  Addition Date.  On each Addition Date, the Servicer shall provide the Administrative Agent with  a Daily Receivables File identifying all Additional Receivables sold on such Addition Date.  On  the Original Closing Date and on each Determination Date starting in December 2015, the  Servicer shall provide the Administrative Agent with an updated Receivables Schedule  identifying the Transferred Receivables sold on or prior to such date.  Each Receivables  Schedule and Daily Receivables File shall be incorporated herein by reference and shall be made  a part of this Agreement.  Notwithstanding the conditions for the sale and transfer of Additional  Receivables on an Addition Date, there shall be no conditions for the transfer and sale of  Replacement Receivables from the Transferor to the Administrative Agent (for the benefit of the  Owners) relating to and following the exercise of Jump Contract Features.  Notwithstanding  anything in this Agreement to the contrary, the Transferor may sell, assign, transfer or otherwise  convey Additional Receivables to the Administrative Agent (for the benefit of the Owners) to the  extent necessary to cure an Asset Base Deficiency.         (d)   The Transferor hereby appoints the Servicer as its agent to receive payment of the  Purchase Price for Receivables sold by it to the Administrative Agent (for the benefit of the  Owners) hereunder and hereby authorizes the Administrative Agent and/or the Funding Agents  (each for the benefit of the related Owners) to make all payments due to the Transferor directly  to, or as directed by, the Servicer.  The Servicer hereby accepts and agrees to such appointment.         (e)   Following each sale of Receivables, (i) the Transferor shall have sold all right,  title and interest in the Transferred Receivables and Related Rights to the Administrative Agent  (for the benefit of the Owners); (ii) the Transferor shall have no retained right, title or interest in  the Receivables or any rights with respect to the Obligors thereof; (iii) the Transferor shall have  the right to the Deferred Purchase Price payable in accordance with the terms hereof; (iv) the  payment obligation of the Obligors is owed to the Owners, and the Owners will look to the  Collections on the Receivables and not the Transferor or Finco for the payment of such  obligations; and (v) the Transferor and the Servicer will apply Collections with respect to the  Receivables in accordance with the terms of this Agreement.         (f)   The Transferor shall on or prior to (i) the Original Closing Date, in the case of  Initial Receivables, and (ii) the applicable Addition Date, in the case of Additional Receivables,  indicate in its books and records and in the appropriate computer files that such Receivables and                                         -54-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   the related Transferred Assets have been conveyed by the Transferor to the Administrative Agent  (for the benefit of the Owners) pursuant to this Agreement.         Section 2.2 Incremental Fundings.  (a)  Subject to the conditions specified in this  Section 2.2, the Transferor may from time to time on any date during the Revolving Period  request that the Owners make an Incremental Funding and the Owners shall make such  Incremental Funding to the extent that the applicable conditions set forth below and in Section  4.2 are satisfied.  To the extent an Ownership Group consists of only a Committed Purchaser,  thesuch Committed Purchaser shall make such Incremental Funding; and to the extent an  Ownership Group includes one or more Conduit Purchasers, each Conduit Purchaser in such  Ownership Group may, in its sole discretion, make an Incremental Funding in connection  therewith and in the event such Conduit Purchaser elects not to make such Incremental Funding,  each related Committed Purchaser shall make such Incremental Funding instead; provided, that  no Incremental Funding shall be made by any Owner to the extent that, after giving effect  thereto, (x) the Aggregate Net Investment would exceed the Purchase Limit or (y) the aggregate  of the Net Investments of the Owners in any Ownership Group would exceed the Ownership  Group Purchase Limit for such Ownership Group, and no Incremental Funding shall be made by  any Owner in a Reducing Ownership Group or a Defaulting Ownership Group.  Subject to the  terms and conditions hereof (and except as expressly contemplated in Section 2.1(a), Section  2.2(c), Section 2.17, Section 2.18 or Section 2.19(b)), Incremental Fundings shall be allocated  among the Owners pro rata in accordance with the respective Ownership Group Percentages of  their related Ownership Groups.  The aggregate minimum amount of any Incremental Funding  shall be in an aggregate minimum amount equal to $500,000 (or an integral multiple of $100,000  if in excess thereof).         (b)   No Incremental Funding shall be made by any Owner unless:               (i)   at least four (4) Combined Business Days preceding the requested Funding        Date, the Transferor and Finco, in its individual capacity and as Servicer, shall have        executed a funding notice in substantially the form of Exhibit G to this Agreement (a        “Funding Notice”), and the Servicer shall have delivered to each Funding Agent and the        Administrative Agent, a signed copy of such Funding Notice (which may be in electronic        form), which Funding Notice shall contain the information contemplated in Exhibit G        hereto (and such additional information as the Administrative Agent (on behalf of any        Funding Agent) may reasonably request); provided, that such notice requirement shall not        apply to any funding to occur on the Original Closing Date or the 2016 Amendment        Closing Date; and               (ii)  on or prior to such Funding Date, all of the applicable conditions set forth        in Section 4.2 shall have been satisfied.         (i)   Notwithstanding anything to the contrary contained in this Agreement (including Section  2.2(a) and 2.2(b)), after the Servicer delivers a Funding Notice in connection with a proposed                                         -55-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Incremental Funding pursuant to Section 2.2(b), a Committed Purchaser (or its related Funding  Agent) may, not later than 10:00 a.m. (New York time), on the Business Day immediately  preceding the proposed Funding Date, deliver a written notice (a “Delayed Purchase Notice” to  the Transferor and the Administrative Agent of its intention to fund its share of the related  Incremental Funding (such share, the “Delayed Amount”) on a date (the date of such funding,  the “Delayed Purchase Date”) that is on or before the thirty-fifth (35th) day following the  requested Funding Date (or if such day is not a Business Day, then on the next succeeding  Business Day) rather than on the requested Funding Date.  Any such Committed Purchaser (or its  Funding Agent) shall also deliver to the Transferor and the Servicer such Committed Purchaser’s  certification that it intends to take similar action in other substantially similar financing  arrangements (which are subject to comparable funding levels) in which it is involved in a  correlative role.  A Committed Purchaser that delivers a Delayed Purchase Notice with respect to  any Funding Date shall be referred to herein as a “Delaying Purchaser” with respect to such  Funding Date, and any Ownership Group containing a Delaying Purchaser shall be referred to as  a “Delaying Ownership Group” with respect to such Funding Date.         (ii)  If one or more Delaying Purchasers timely deliver Delayed Purchase Notices with  respect to any Funding Date, the Administrative Agent shall, by no later than 12:00 p.m. (New  York time), on the Combined Business Day preceding such Funding Date, request the Owners in  each Ownership Group that is not a Delaying Ownership Group with respect to such Funding  Date (each a “Non-Delaying Ownership Group”) to fund an additional portion of the related  Incremental Funding on such Funding Date, equal to such Non-Delaying Ownership Group’s  proportionate share (based upon its respective Ownership Group Purchase Limit relative to the  sum of the Ownership Group Purchase Limits for all Non-Delaying Ownership Groups) of the  aggregate Delayed Amount with respect to such Funding Date (not to exceed such Non-Delaying  Ownership Group’s Ownership Group Purchase Limit).  Each Non-Delaying Ownership Group  shall use commercially reasonable efforts to fund such portion of the aggregate Delayed Amount  with respect to such Funding Date, on the requested Funding Date, but in any event shall fund  such amount, not later than two (2) Combined Business Days after such requested Funding Date.   For the avoidance of doubt, each Non-Delaying Ownership Group’s obligation to fund any  portion of the aggregate Delayed Amount under this Section 2.2(c)(ii) shall, as contemplated in  Section 2.2(b), be subject to satisfaction of each of the conditions precedent set forth in Section  2.2(b) and Section 4.2, and shall be subject to the limits set forth in Section 2.2(a).               (iii) If the additional amounts to be funded by the Non-Delaying Ownership  Groups under Section 2.2(c)(ii) are not sufficient to provide the aggregate amount requested by  the Transferor in the related Funding Notice, the Transferor may (x) revoke the related Funding  Notice or (y) reduce the amount of the requested Incremental Funding by prompt written notice  to the Administrative Agent following such determination.         (d)   (i) If the conditions to the Incremental Funding on the requested Funding Date  described in Section 2.2(a), Section 2.2(b) and Section 4.2 are satisfied on the requested Funding  Date, there shall be no conditions whatsoever (including, without limitation, the occurrence of                                         -56-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   the Amortization Date, notwithstanding any statement to the contrary in Section 2.2(a)) to the  obligation of any Committed Purchaser in a Delaying Ownership Group to fund the amount  described in this Section 2.2(d)(i) on the related Delayed Purchase Date except as expressly set  forth in this clause (i).  On each Delayed Purchase Date with respect to a Funding Date, the  Funding Agent for each Delaying Ownership Group shall fund its proportionate share (based  upon the Ownership Group Purchase Limit for such Delaying Ownership Group relative to the  sum of the Ownership Group Purchase Limits for all Delaying Ownership Groups) of an amount  equal to (A) the Delayed Amount for such Delayed Purchase Date minus (B) the portion of  payments in reduction of the Aggregate Net Investment made to the Non-Delaying Ownership  Groups pursuant to Section 2.8(f)(z) on any date occurring after delivery of the Delayed  Purchase Notice for such Delayed Purchase Date but prior to such Delayed Purchase Date, and  such amount shall be distributed to (x) first, the Funding Agent for each Non-Delaying  Ownership Group, pro rata, based on the relative amount funded by such Non-Delaying  Ownership Group pursuant to Section 2.2(c)(ii), up to the amount funded by such Non-Delaying  Ownership Group, such that after giving effect to the funding and payments to take place on such  Delayed Purchase Date, the aggregate amount of the Net Investments of the Owners in each  Non-Delaying Ownership Group as a percentage of the Aggregate Net Investment is equal to the  Ownership Group Percentage for each such Non-Delaying Ownership Group and (y) second, any  excess shall be paid to an account specified by the Transferor to the extent that such payment  will not result in an Asset Base Deficiency.         (ii)  Notwithstanding anything to the contrary contained in this Agreement or any  Related Document, the parties acknowledge and agree that an Ownership Group which includes  a Committed Purchaser that (i) has timely delivered a Delayed Purchase Notice to the Transferor  with respect to any Funding Date and (ii) funds its full share of the requested Incremental  Funding (as such amount may have been reduced pursuant to any updated Funding Notice  delivered pursuant to Section 2.2(c)(iii)) on or before the applicable Delayed Purchase Date will  not constitute a Defaulting Ownership Group solely due to such Committed Purchaser’s failure  to fund its share of such Incremental Funding on the requested Funding Date.         Section 2.3 Payment of Cash Purchase Price.  On the Original Closing Date (subject to  the satisfaction of the conditions specified in Section 4.1), each Funding Agent, on behalf of its  applicable Owners, paid its Ownership Group Percentage of the Initial Cash Purchase Price for  the Transferred Assets relating to the Initial Receivables, not later than 2:00 p.m. New York City  time on the Original Closing Date by wire transfer of immediately available funds to the  Transferor’s account specified by the Transferor in a notice to each Funding Agent.  On the 2016  Amendment Closing Date and on each Funding Date (subject to the satisfaction of the conditions  specified in Section 4.2), each Funding Agent, on behalf of its applicable Owners, shall pay its  Ownership Group Percentage of the Incremental Funding not later than 2:00 p.m. New York City  time on such Funding Date by wire transfer of immediately available funds to the Transferor’s  account specified by the Transferor in a notice to each Funding Agent at least four (4) Combined  Business Days prior to such Funding Date.                                          -57-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         Section 2.4 Filing of UCC Statements.  The Transferor agrees to record and file, at its  own expense, a UCC-1 financing statement on the Original Closing Date and any financing  statements (and amendments and continuation statements with respect to such financing  statements when applicable) with respect to the Transferred Assets sold, assigned, transferred  and conveyed by the Transferor existing on the Initial Cut-Off Date (in connection with the  Initial Receivables) and thereafter created or arising in connection with Additional Receivables  sold, assigned, transferred and conveyed on each Addition Date, meeting the requirements of  applicable state law in such manner and in such jurisdictions as are necessary or desirable to  perfect, and maintain the perfection of, the sale, transfer, assignment conveyances of its interest  in the Transferred Receivables and the other Transferred Assets to the Administrative Agent (for  the benefit of the Owners), and to deliver a file stamped copy of each such financing statement  and amendment or other evidence of such filing to the Administrative Agent as soon as  practicable after receipt thereof.  Each of the Transferor and Finco, as applicable, hereby  authorizes the filing of the Form UCC-1 financing statements (and amendments and continuation  statements with respect to such financing statements when applicable) described in this Section  2.4 and Section 4.1(f)         Section 2.5 Acceptance by Agent.  The Administrative Agent hereby acknowledges its  acceptance (for the benefit of the Owners) of all right, title and interest to the property, now  existing and hereafter acquired and transferred pursuant to Section 2.1, and acknowledges that  the Servicer has delivered the initial Receivables Schedule.         Section 2.6 Transfers and Sales; Security Interest.  It is the intention of the parties  hereto that the sale, transfer, assignment and conveyance of the Transferred Assets to the  Administrative Agent (for the benefit of the Owners) shall constitute a sale of the Transferred  Assets by the Transferor to the Administrative Agent (for the benefit of the Owners) and the  beneficial interest in and title to the Transferred Assets sold, transferred, assigned and conveyed  pursuant to Section 2.1 shall not be part of the Transferor’s estate in the event of the filing of a  bankruptcy petition by or against the Transferor under any bankruptcy law.  However, in the  event that, notwithstanding the intent of the parties, a court of competent jurisdiction determines  that such transfer and conveyance did not constitute such a sale or that such sale shall for any  reason be ineffective or unenforceable or that such beneficial interest is a part of the Transferor’s  estate (any of the foregoing, a “Recharacterization”), then this Agreement shall be deemed to be  a security agreement and the conveyances provided for in Section 2.1 shall be deemed to be a  grant by the Transferor to the Administrative Agent (for the benefit of the Owners) of, and the  Transferor hereby grants to the Administrative Agent (for the benefit of the Owners), a security  interest in all of the Transferor’s right, title, and interest, whether now owned or hereafter  acquired, in and to the Transferred Assets to secure the performance of the obligations of the  Transferor under this Agreement.  In the case of any Recharacterization, it is the Transferor’s  intention that each remittance of Collections by or on behalf of the Transferor hereunder or in  connection herewith will have been (i) in payment of a debt incurred by the Transferor in the  ordinary course of business or financial affairs of the Transferor and (ii) made in the ordinary  course of business or financial affairs of the Transferor.                                         -58-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               Without limiting the generality of any other provision of this Agreement, the  Transferor hereby grants to the Administrative Agent (for the benefit of the Owners) a security  interest in, all of the Transferor’s right, title and interest in and to the Transferred Assets and  each Eligible Interest Rate Cap.         Section 2.7 Non-Recourse Nature of Deferred Purchase Price.  (a)  The aggregate  unpaid Deferred Purchase Price for all purchases hereunder shall be payable solely from  Collections on the Transferred Receivables available therefore at the times and in the manner  provided herein.         (b)   Notwithstanding any provision contained in this Agreement or any other Related  Document to the contrary, the Administrative Agent and the Funding Agents, on behalf of their  respective Owners, shall not, and shall not be obligated to, pay any amount to the Transferor in  respect of any portion of the Deferred Purchase Price, except to the extent of Collections on  Transferred Receivables available for distribution to the Transferor in accordance with this  Agreement.  Any amount that the Administrative Agent or any Funding Agent is not obligated to  pay pursuant to the prior sentence shall not constitute a claim (as defined in §101 of the Federal  Bankruptcy Code) against, or corporate obligation of, the Administrative Agent, the Funding  Agents, or any Owner, as applicable, for any such insufficiency unless and until such amount  becomes available from Collections for distribution to the Transferor pursuant to the terms  hereof.         Section 2.8 General Settlement Procedures.  (a)  The Servicer shall, no later than two  (2) Business Days following the Date of Processing of Collections of Transferred Receivables by  the Servicer (subject to the provisions of Section 2.8(g) in the event of any Outage Day), apply  such Collections in the following order of priority:               (i)   If the Amortization Date has not occurred:                     (A)   first, to deposit such Collections into the Collection Account until              such time as the amount on deposit is equal to the product of (I) the distributions              anticipated by the Servicer to be required to make the payments contemplated by              Section 2.8(d)(i)(A)-(D) and (F) on the following Payment Date, and (II) a              fraction, the numerator of which is twenty (20) and the denominator of which is              nineteen (19);                     (B)   second, to the extent any Additional Receivables are sold on such              day, to pay on behalf of the Administrative Agent to the Transferor a Cash              Purchase Price for each Additional Receivable in an amount equal to the              applicable Receivable Balance for each such Transferred Receivable (which              amounts shall be aggregated and paid to the Transferor in a single payment on              each such date); provided, that following any such sale of Additional Receivables                                          -59-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               and remittance of the related Cash Purchase Price(s) pursuant to this Section              2.8(a)(i)(B), no Asset Base Deficiency shall exist; and                     (C)   finally, to deposit any remaining Collections in the Collection              Account for application on the next succeeding Payment Date (provided that with              respect to the period from the 2018 Amendment Closing Date to the Payment              Date occurring in November 2018, any such remaining Collections may be paid              to the Transferor on any Business Day during such period in payment of the              Deferred Purchase Price so long as no Asset Base Deficiency shall exist before or              after giving effect to any such payment); and               (ii)  if the Amortization Date has occurred, to deposit such Collections in the        Collection Account.         (b)   On each Determination Date, the Servicer shall determine the Total Distribution  Amount, the Owner Distribution Amount, the Transferor Distribution Amount, the Principal  Distribution Amount, the amount, if any, payable to the Transferor under the Eligible Interest  Rate Caps, and all other amounts required to be paid on the next Payment Date pursuant to  Section 2.8(d).         (c)   Each Owner’s Net Investment shall accrue yield for each Accrual Period at a rate  per annum equal to the Yield Rate applicable to such Owner.  On or prior to the fourth (4th)  Combined Business Day preceding the last day of each Accrual Period, each Funding Agent will  provide to the Servicer and the Transferor an invoice showing the amount of yield (“Yield”) due  for such Accrual Period (including a good faith estimate for the remaining days in such Accrual  Period), which shall be an amount for each Owner during each day during such Accrual Period  equal to the product of (i) the Yield Rate for such Ownership Group on such day, (ii) the  aggregate Net Investment of the related Ownership Group on such day and (iii) 1/360; provided,  however, that when calculating the Yield Rate for any Ownership Group by reference to LIBOR,  in the event LIBOR would be a rate less than zero percent per annum, such rate shall be rounded  up to zero percent per annum.  If any such invoice contains an estimate that does not equal the  actual Yield due for the related Accrual Period, (1) the invoice delivered by the applicable  Funding Agent to the Servicer and the Transferor for the immediately following Accrual Period  shall include, as applicable, the amount by which (A) the Yield shown in the current invoice  exceeds the estimated Yield shown in the immediately prior month’s invoice (a “Yield  Shortfall”) or (B) the Yield shown in the current invoice is less than the Yield shown in the  immediately prior month’s invoice (a “Yield Overage”), and (2) the amount of such Yield  Shortfall shall be added to, or the amount such Yield Overage shall be deducted from, the Yield  payable to the applicable Funding Agent on the following Payment Date.  Yield shall accrue on  each day occurring during the applicable Accrual Period and shall be payable to the  Administrative Agent (for distribution in accordance with Section 2.8(d), to each Funding  Agent), on each Payment Date.  The Transferor hereby agrees to cause the Servicer to pay, and  the Servicer shall pay, to the Owners entitled thereto in accordance with this Agreement, from                                         -60-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Collections in respect of the Transferred Receivables and other available amounts on deposit in  the Collection Account on each Payment Date, in accordance with the terms of this Agreement,  all amounts due and payable with respect to the accrued Yield owed to the respective Owners on  such day.  If any amount hereunder shall be payable on a day which is not a Combined Business  Day, such amount shall be payable on the next succeeding Combined Business Day.         (d)   Total Distribution Amount.               (i)   On each Payment Date, the Servicer shall apply the Owner Distribution        Amount for such Payment Date as follows:                     (A)   first, to pay to the Servicer 95% of the sum of (1) the Servicing Fee              for the preceding Collection Period and (2) any unpaid Servicing Fee from prior              Collection Periods;                     (B)   second, to pay to each Funding Agent (on behalf of the Owners in              its Ownership Group) in accordance with Section 2.8(f), any Yield due on such              Payment Date subject to the provisions of Section 2.8(c); provided, that following              the occurrence of an Amortization Event or a Termination Event, the portion of              the applicable Yield payable to any Funding Agent (on behalf of the Owners in its              Ownership Group) relating to the applicable Amortization Rate or Default Rate              shall be paid pursuant to clause (vii) below;                     (C)   third, to pay to each Funding Agent (on behalf of the Owners in its              Ownership Group) in accordance with Section 2.8(f), the Principal Distribution              Amount with respect to such Payment Date and any unpaid Principal Distribution              Amount with respect to any prior Payment Date to be used, in each case, to              reduce the Aggregate Net Investment;                     (D)   fourth, to pay to the Administrative Agent (for its own account)              95% of any accrued and unpaid fees then due and owing in accordance with the              Administrative Agent Fee Letter;                     (E)   fifth, if the Amortization Date has occurred, to pay to each Funding              Agent (on behalf of the Owners in its Ownership Group) in accordance with              Section 2.8(f), amounts remaining to reduce the Aggregate Net Investment to              zero;                     (F)   sixth, to pay any other Aggregate Unpaids (other than those              payable under Section 2.8(d)(i)(G) or Section 2.8(d)(i)(H), if any) then due and              owing;                     (G)   seventh, following the occurrence of an Amortization Event or              Termination Event, the portion of the Yield payable to each Funding Agent (on                                         -61-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               behalf of the Owners in its Ownership Group) relating to the applicable              Amortization Rate or Default Rate due on such Payment Date;                     (H)   eighth, during the Revolving Period, to pay to the Funding Agent              (on behalf of the Owners in its Ownership Group) for each Reducing Ownership              Group (if any), the outstanding Net Investment of such Reducing Ownership              Group as of such Payment Date; and                     (I)   ninth, to pay to the Transferor any amount remaining with respect              to such Payment Date as payment of the Deferred Purchase Price.               (ii)  On each Payment Date, the Servicer shall apply the Transferor        Distribution Amount for such Payment Date as follows:                     (A)   first, to pay to the Servicer 5% of the sum of (1) the Servicing Fee              for the preceding Collection Period and (2) any unpaid Servicing Fee from prior              Collection Periods;                     (B)   second, to pay to the Transferor as payment of the Deferred              Purchase Price an amount equal to the product of (1) the aggregate amount              distributed to the Funding Agents pursuant to Section 2.8(d)(i)(B) on such              Payment Date, and (2) a fraction, the numerator of which is five (5) and the              denominator of which is ninety-five (95); provided, that in the event any Yield              payable to the Funding Agents is attributable to any Yield Rate in excess of the              Required Hedge Rate, the amount of such payment shall be reduced by an amount              equal to (1) the amount of such excess multiplied by (2) a fraction, the numerator              of which is five (5) and the denominator of which is ninety-five (95);                     (C)   third, to pay to the Transferor as payment of the Deferred Purchase              Price an amount equal to the product of (1) the aggregate amount distributed to              the Funding Agents pursuant to Section 2.8(d)(i)(C) on such Payment Date, and              (2) a fraction, the numerator of which is five (5) and the denominator of which is              ninety-five (95);                     (D)   fourth, to pay to the Administrative Agent (for its own account)              5% of any accrued and unpaid fees then due and owing in accordance with the              Administrative Agent Fee Letter; and                     (E)   fifth, to pay to the Transferor any amount remaining with respect to              such Payment Date as payment of the Deferred Purchase Price.   In the event that, pursuant to Section 6.5(i) and the Control Agreement, the Administrative Agent  delivers a “shifting control notice” to the depositary bank at which the Collection Account is  maintained following a Servicer Default or Termination Event, the Administrative Agent will                                         -62-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   direct or cause the direction of the depositary bank in connection with the application of  Collections in the Collection Account pursuant to this Section 2.8(d) and otherwise as required  under this Agreement.         (e)   On any Payment Date, the Transferor may elect to cause a reduction of the  Aggregate Net Investment in accordance with this Section 2.8(e).  For the avoidance of doubt,  the Transferor shall only be permitted to reduce the Aggregate Net Investment from Collections  and other amounts on deposit in the Collection Account.  The Transferor may do so as follows:               (i)   the Transferor shall deliver to the Administrative Agent, the Funding        Agents and the Servicer written notice in substantially the form of Exhibit H (the        “Investment Reduction Notice”) at least four (4) Combined Business Days’ prior to the        Payment Date for such reduction of the Aggregate Net Investment, which notice shall        include the amount of such proposed reduction (the “Investment Reduction Amount”)        and the proposed date on which such reduction will commence;               (ii)  on the proposed date of the commencement of such reduction and on each        day thereafter, the Servicer shall cause Collections to be applied to reduce the Aggregate        Net Investment until the amount thereof not so used shall equal the desired amount of the        reduction of the Aggregate Net Investment; and               (iii) the Servicer shall hold (or cause the Transferor to set aside and hold) such        Collections in trust for the Owners, for payment to the Funding Agents on behalf of such        Owners on the Payment Date specified in the notice described in clause (i) above;   provided, (A) that the amount of any such reduction (if not a reduction to zero) shall be not less  than $1,000,000 or an integral multiple of $100,000 in excess thereof; (B) the Transferor shall  choose a reduction amount, and the date of commencement thereof, so that to the extent  practicable such reduction shall commence and conclude in the same Collection Period, (C) such  reduction shall be applied to reduce the Net Investment of each Ownership Group ratably in  accordance with its Ownership Group Percentage and (D) the Transferor shall pay to the Funding  Agents (for the account of the Owners in the related Ownership Group), the amount of any Early  Collection Fee incurred by the Owners in connection with such reduction.  For the avoidance of  doubt, any such reduction in the Aggregate Net Investment shall only be funded by Collections  and any other amounts on deposit in the Collection Account and available for distribution in  accordance with Section 2.8(d).         (f)   All amounts payable to the Funding Agents (for the account of the Owners in the  related Ownership Group) (x) in reduction of the Aggregate Net Investment pursuant to Section  2.8(d) or Section 2.8(e) shall be distributed by 1:30 p.m. (New York time) on the day such  amounts are payable in immediately available funds; (y) in payment of Yield and the Monthly  Non-Use Fee pursuant to Section 2.8(d) shall be distributed by 1:30 p.m. (New York time) on the  day such amounts are payable in immediately available funds based on the applicable Monthly                                          -63-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Report delivered to the Administrative Agent pursuant to Section 6.12; and (z) in reduction of  the Aggregate Net Investment pursuant to Section 2.8(d) occurring after a Delayed Purchase  Notice but before the related Delayed Purchase Date, shall be distributed by 1:30 p.m. (New  York time) (A) first, to the related Funding Agents for each Non-Delaying Ownership Group,  pro rata based on the relative amounts funded by each such Non-Delaying Ownership Group  pursuant to Section 2.2(c)(ii), until the aggregate of the Net Investments of the Owners in each  Ownership Group as a percentage of the Aggregate Net Investment is equal to the Ownership  Group Percentage for each such Ownership Group and (B) second, to each Funding Agent in  accordance with its respective Ownership Group Percentage.  All amounts distributed by the  Servicer to any Funding Agent shall in turn be distributed by such Funding Agent to the Owners  entitled thereto and such Funding Agent shall be responsible for the proper allocation of such  amounts among the Owners in its Ownership Group.  Any payment received after 1:30pm (New  York time) pursuant to this Section 2.8(f) shall be deemed to be received on the next Business  Day (or with respect to Helaba, the next Combined Business Day).         (g)   To the extent an Outage Day shall have occurred and is continuing, the Servicer  shall (i) notify the Administrative Agent (which notification may be delivered via email) of the  occurrence of each such Outage Day, and (ii) assume that Collections were received in an  amount equal to the prior four-week average daily Collections of Transferred Receivables  received on the same day of the week (that were not Outage Days) that the related Date of  Processing for the Outage Day should have occurred (each such amount, the “Outage Amount”)  and shall make a servicing advance of such amount and treat it as Collections in accordance with  the requirements of Section 2.8(a)(i).  By way of illustration and for the avoidance of doubt, if  the Date of Processing for an Outage Day would have been a Monday, the four-week average  referenced in the immediately preceding sentence shall mean the average of the amount of  Collections received on the four immediately preceding Mondays that were not Outage Days.   Upon determination of the actual amount of Collections received on an Outage Day, (1) the  Servicer will reimburse itself for the servicing advance made on such Outage Day from  Collections received on such Outage Day or subsequent Business Days, up to the amount  actually advanced, (2) to the extent the actual amount of Collections received on the Outage Day  is greater than the Outage Amount for such Outage Day, the Servicer will increase the amount of  Collections applied in accordance with Section 2.8(a)(i) on the next Business Day by the amount  of such excess, and (3) to the extent the actual amount of Collections received on the Outage Day  is less than the Outage Amount for such Outage Day, the Servicer shall reduce the amount of  Collections applied in accordance with Section 2.8(a)(i) on the next Business Day by the amount  of such deficiency.  The provisions of this Section 2.8(g) shall apply to each Outage Day, not to  exceed thirty (30) consecutive Outage Days.  Following thirty (30) consecutive Outage Days, the  estimates, Servicer advances and reconciliations provided in this Section 2.8(g) shall not apply  and the Servicer shall be required to deposit Collections pursuant to Section 2.8(a) (without  giving effect to this Section 2.8(g)).         (h)   If, at any time, Helaba’s Cost of Funds Rate is more than the Acceptable  Differential in excess of LIBOR, then the Transferor may give irrevocable notice to Helaba that                                         -64-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   it wishes to base future payments of the Yield due to the Helaba Owners under this Agreement  on LIBOR beginning with the first day of the Accrual Period (the “Helaba LIBOR Election  Date”) following the date of delivery of such notice.  For the avoidance of doubt, upon delivery  of such notice, the Transferor shall not again be permitted to request to base any future payments  of such Yield on Helaba’s Cost of Funds Rate.         Section 2.9 Payments and Computations, Etc.  All amounts to be paid or deposited by  the Transferor or the Servicer to (i) any Funding Agent on behalf of its respective Owners  hereunder shall be paid or deposited to such Funding Agent’s account for funds transfers  specified from time to time in Schedule I thereto (until otherwise notified by such Funding Agent  in accordance with the terms hereof) and (ii) the Administrative Agent shall be paid or deposited  to account number 920-1-033363 (Reference: T-Mobile Handset Funding LLC) and maintained  at JP Morgan Chase, New York, Account Name: Royal Bank of Canada New York (ABA  Number 0210-0002-1) (until otherwise notified by the Administrative Agent in accordance with  the terms hereof), in each case, no later than 1:30pm (New York time) on the day when due in  immediately available funds; provided, that any payment or deposit received after 1:30pm (New  York time) shall be deemed to be received on the next Business Day (or with respect to Helaba,  the next Combined Business Day).  The Transferor shall, to the extent permitted by law, pay to  (or for the account of) the applicable Funding Agents (for the account of the Owners in the  related Ownership Group), upon demand, interest (but without duplication for Yield) on all  amounts not paid or deposited when due in accordance with the terms of this Agreement at a rate  equal to the Default Rate.  All computations of interest hereunder shall be made on a monthly  basis based on the actual number of days in any given month assuming a 360-day year.  Any  payment to be made to (or for the account of) the Owners hereunder shall be made to their  respective Funding Agents on behalf of such Owners as described above and such payment shall  conclusively satisfy the Transferor’s or Servicer’s payment duties hereunder.  Notwithstanding  any provision to the contrary herein, all payments to be made to or for the benefit of the  Administrative Agent, the Owners or the Funding Agents hereunder in respect of principal,  Yield, Monthly Non-Use Fee, other fees, indemnities or otherwise shall be made by the  Transferor or the Servicer, as the case may be, without offset or reduction of any kind and shall  be paid on the due date therefor in immediately available funds in the manner specified herein  except as otherwise expressly provided herein.         Section 2.10 Fees.  Notwithstanding any limitation on recourse contained in this  Agreement, the Transferor shall pay the fees set forth in the Transaction Fee Letter and the  Administrative Agent Fee Letter.         Section 2.11 Optional Purchase of Transferred Receivables by Finco.  For so long as  Finco is the Servicer, Finco shall have the right to purchase all of the existing Transferred  Receivables if, at any time, the aggregate Receivable Balance of the Transferred Receivables is  10% or less of the Aggregate Net Investment as of the Original Closing Date.  Finco shall be  entitled to effectuate such purchase on the next Payment Date following written notice to each                                          -65-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Funding Agent and deposit of an amount into the Collection Account equal to the Aggregate  Unpaids on such Payment Date.         Section 2.12 Mandatory Repurchase Under Certain Circumstances.           (a)   Notice of Breach.  The representations and warranties set forth in Section 3.1,  Section 3.2, Section 3.3 and Section 3.4 shall survive the sales of the Transferred Assets to the  Administrative Agent and the pledge of the Transferred Assets to the Administrative Agent.   Upon discovery by any Authorized Officer of the Transferor or the Servicer of a breach of any of  the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3 or Section  3.4, the party discovering such breach shall give notice to the other parties and to the Servicer  and the Administrative Agent within five (5) Business Days following such discovery; provided  that the failure to give notice within five (5) Business Days does not preclude subsequent notice  after such five (5) Business Day period.         (b)   In the event any representation or warranty contained in Sections 3.2(b) through  3.2(j) (x) is not true and correct in any material respect as of the date specified therein with  respect to any Transferred Receivable and (y) such breach will have a material adverse effect on  such Transferred Receivable or could have an Adverse Effect, then the Transferor shall  repurchase or replace such Receivable (each, an “Ineligible Receivable”) on the terms and  conditions set forth in Section 2.12(c) below; provided, that such Transferred Receivables will  not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such  Transferred Receivables shall be included in determining the Pool Balance if, on any day prior to  the end of the sixty-day period referenced in Section 2.12(c) below, (x) the relevant  representation and warranty shall be true and correct in all material respects as if made on such  day and (y) the Transferor shall have delivered an Officer’s Certificate of the Transferor to the  Administrative Agent describing the nature of such breach and the manner in which the relevant  representation and warranty became true and correct.         (c)   Each Ineligible Receivable may be (i) replaced with one or more Replacement  Receivables having aggregate Receivable Matrix Amounts equal to or greater than the remaining  Receivable Matrix Amount of the original Receivable being replaced, or (ii) repurchased for a  repurchase price payable by the Transferor, which amount shall be equal to the Repurchase  Amount of such Receivable. The repurchase price payable in connection with clause (ii) above  shall either be paid by the Transferor directly by deposit of immediately available funds in the  amount of the Repurchase Amount into the Collection Account or the Transferor shall direct  Finco to deposit immediately available funds in the amount of such Repurchase Amount into the  Collection Account on its behalf.  Such payment or replacement shall be made no later than the  next Payment Date following sixty (60) days from the discovery of the breach by a Servicing  Officer of the Servicer or an Authorized Officer of the Transferor, as applicable, with respect to  the related Receivable.         Section 2.13 Retransfer of Written-Off Receivables.                                         -66-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (a)   Receivables Subject to Imminent Write-Offs.  On each Business Day, each  Transferred Receivable that the Servicer has determined will become a Written-Off Receivable  in accordance with the Credit and Collection Policies (each such Transferred Receivable, an  “Imminent Written-Off Receivable”) shall be retransferred by the Administrative Agent to the  Transferor, automatically, and without any further action by the Administrative Agent or the  Transferor.         (b)   Order of Retransfer. The Transferor may designate the order in which Imminent  Written-Off Receivables are retransferred back during a Collection Period in a notice delivered  to the Servicer and the Administrative Agent. The Transferor may change such order at any time  by notice delivered by it to the Servicer and the Administrative Agent.         (c)   Retransfer Consideration.  For each Imminent Written-Off Receivable  retransferred pursuant to this Section 2.13, the consideration for such retransfer shall be a  reduction in the Deferred Purchase Price payable to the Transferor.         Section 2.14 No Warranty Upon Retransfer.  (a)  Upon a repurchase of any Receivable  pursuant to Section 2.12, Section 2.13 or Section 2.15(d), the Administrative Agent shall  automatically and without further action on the part of the Administrative Agent transfer, assign,  set over and otherwise convey to the Transferor or its designee, without recourse, representation  or warranty, all the right, title and interest of the Administrative Agent in and to such Receivable,  as applicable, and all Related Rights allocable thereto, all Collections with respect thereto, all  monies and amounts due or to become due and all proceeds thereof, and such repurchased  Ineligible Receivable or Imminent Written-Off Receivable, as applicable, shall be treated by the  Administrative Agent as collected in full as of the date on which it was repurchased.  The  obligation of the Transferor to accept repurchase of any Ineligible Receivables or Imminent  Written-Off Receivables sold to the Administrative Agent by the Transferor, and to make the  deposits, if any, as provided in this Section 2.14, shall constitute the sole remedy respecting the  event giving rise to such obligation available to the Administrative Agent or any other Person.   The Administrative Agent shall take such other actions as shall reasonably be requested and  provided by the Transferor to effect the conveyance of such Ineligible Receivables or Imminent  Written-Off Receivables pursuant to this Section 2.14.  Notwithstanding any of the foregoing,  the Servicer shall continue to monitor the status of all of the Receivables transferred back to the  Transferor pursuant to this Section 2.14 in order to determine when such Receivables become  Written-Off Receivables and to identify and report to the Transferor and the Administrative  Agent any Recoveries thereon.  The Administrative Agent shall execute such documents and  instruments of transfer or assignment and take such other actions as shall reasonably be  requested and provided by the Transferor to effect the retransfer of such Receivables pursuant to  this Section 2.14.         (b)   The Servicer and the Transferor shall deposit or cause to be deposited in the  Collection Account the aggregate Repurchase Amount with respect to Repurchased Receivables  as specified in Section 2.12, Section 2.13 and Section 2.15(d), as applicable.                                         -67-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         Section 2.15 Jump Contracts; Credit Agreement Responsibility Transfers.         (a)   Prior to the Occurrence of a Jump Termination Date.  In the event that an Obligor  initiates the exercise of the Jump Contract Feature of a Jump Contract prior to the occurrence of  a Jump Termination Date, and as a result an Asset Base Deficiency would exist if one of the  actions described in clauses (i) or (ii) below is not taken, the Transferor shall, within two (2)  Business Days of such exercise, either  (i) deposit cash into the Collection Account in an amount  equal to the Receivable Matrix Amount of the related Eligible Jump Receivable immediately  prior to the exercise of the Jump Contract Feature, or (ii) replace the original Eligible Jump  Receivable with one or more Replacement Receivables having aggregate Receivable Matrix  Amounts equal to or greater than the remaining Receivable Matrix Amount of the original  Receivable being replaced; provided, that the Transferor shall transfer Replacement Receivables  in an amount necessary to cure the amount of an Asset Base Deficiency that would exist solely  as a result of such replacement.  The Transferor shall cause any such Replacement Receivable to  be transferred to the Administrative Agent (for the benefit of the Owners), and such Replacement  Receivable shall be an Additional Receivable and shall be deemed to be transferred on an  Addition Date, and the terms of this Agreement shall apply to such Replacement Receivable as if  it had been sold under Article II herein without further action from any party hereto.  Following  this deposit of cash or transfer of a Replacement Receivable (or if no action is required pursuant  to clauses (i) or (ii) above), the Third PartyJump Contract Payment Right relating to the original  Receivable that has been terminated shall hereby be automatically reassigned to the Transferor  without any further action and the Administrative Agent, Funding Agents and Owners shall no  longer have any interest in or right to the Third PartyJump Contract Payment Right with respect  to the original Receivable.  The Replacement Receivable will be an Additional Receivable for  purposes of this Agreement.         (b)   Following the Occurrence of a Jump Termination Event.  Following the  occurrence of a Jump Termination Event, the Required Owners will have the right to require that  the Jump Contract Feature of Eligible Jump Receivables that are part of the Transferred Assets  be terminated by notice to the Servicer.  WithinAs soon as is reasonably practicable, but in any  event within two (2) Business Days of, following receipt by the Servicer of the original notice  from the Required Owners, the Servicer will send (or will cause TMUS to send) notice to the  related third party to the Jump Contracts (the “Third Party Jump Payor”) directing the Third  Party Jump Payor to send to the Obligors of Eligible Jump Receivables a notice as soon as is  reasonably practicable, but in any event within ten (10) Business Days, following receipt of the  notice to the Third Party Jump Payor that the Jump Contract Feature will be terminated (the  “Third Party  “Jump Termination Notice”).  The Third Party Jump Termination Notice will  provide that the Jump Contract Feature of the Eligible Jump Receivables that are part of the  Transferred Assets be terminated thirty (30) days following the date of delivery of such notice  (the “Jump Termination Date”).  The Servicer and TMUS will agree to terminate (or cause their  Affiliates to terminate) the Jump Contracts of the Eligible Jump Receivables that are part of the  Transferred Assets on the Jump Termination Date.  The Servicer and TMUS shall execute (or  cause their Affiliates to execute) such termination documents and take such other actions as shall                                         -68-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   reasonably be requested by the Required Owners.  In connection with this Section 2.15(b),  TMUS acknowledges and agrees that it shall act upon the direction of the Servicer (including  any Successor Servicer) in connection with any termination of the Jump Contracts of the Eligible  Jump Receivables that are part of the Transferred Assets on the Jump Termination Date.         (c)   [Reserved]         (d)   Credit Agreement Responsibility Transfers.               (i)   Subject to clause (iii) below, in the event that a Transferred Receivable        becomes a Change of Responsibility Receivable, and as a result of such event an Asset        Base Deficiency would occur if one of the actions described in clauses (A) or (B) below        is not taken, the Transferor shall, no later than the next date on which a Monthly Report        is deliverable in accordance with this Agreement, either (A) replace such Change of        Responsibility Receivable with one or more Replacement Receivables having aggregate        Receivable Matrix Amounts equal to or greater than the remaining Receivable Matrix        Amount of such Transferred Receivable immediately prior to the time it became a        Change of Responsibility Receivable or (B) repurchase the related Change of        Responsibility Receivable in an amount equal to the Receivable Matrix Amount of such        Transferred Receivable immediately prior to the time it became a Change of        Responsibility Receivable, and deposit such funds in the Collection Account, to be        treated as Collections.  The Transferor shall cause any such Replacement Receivable to        be transferred to the Administrative Agent (for the benefit of the Owners), and such        Replacement Receivable shall be an Additional Receivable and shall be deemed to be        transferred on an Addition Date, and the terms of this Agreement shall apply to such        Replacement Receivable as if it had been sold under Article II herein without further        action from any party hereto.  Following this deposit of cash or transfer of a Replacement        Receivable (in accordance with clauses (A) or (B) above), the Administrative Agent,        Funding Agents and Owners shall no longer have any interest in or right to the Change of        Responsibility Receivable.  The Replacement Receivable will be an Additional        Receivable for purposes of this Agreement.               (ii)  Subject to clause (iii) below, in the event that an Asset Base Deficiency        would not occur as a result of a Transferred Receivable becoming a Change of        Responsibility Receivable, the Transferor shall have the option (but not obligation) to        either replace or repurchase, as applicable, the Change of Responsibility Receivable        under the same terms and conditions set forth in clause (i) above.               (iii) For purposes of this Section 2.15(d), the Transferor shall be prohibited        from repurchasing or replacing Change of Responsibility Receivables pursuant to clauses        (i) and (ii) above if at the time of such repurchase or replacement, as applicable, and after        giving effect thereto, the aggregate Receivables Balances immediately prior to the        repurchase or replacement, as applicable, for all repurchased and replaced Change of                                         -69-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         Responsibility Receivables during the past twelve (12) months would exceed 3.75% of        the Pool Balance.  In the event that such prohibition applies, Finco will no longer consent        to (or permit its Affiliates to consent to) any Transferred Receivable becoming a Change        of Responsibility Receivable.         Section 2.16 No Representation or Warranty.  The parties acknowledge and agree that  any transfer to the Transferor or the Servicer of any Repurchased Receivable and Related Rights  hereunder shall be made without recourse, representation or warranty of any kind by the  Administrative Agent, the Funding Agents or the Owners other than such Repurchased  Receivable and Related Rights shall be free and clear of any Lien, or other right or claim in, of or  on such Repurchased Receivable and Related Rights, in each case, created by or through the  Administrative Agent, such Funding Agent or such Owner.         Section 2.17 Procedures for Extension of the Scheduled Expiry Date.  So long as the  Amortization Date has not occurred and no Potential Termination Event or Potential  Amortization Event shall have occurred and be continuing, no more than sixty (60) and no less  than forty-five (45) days prior to the then current Scheduled Expiry Date, the Transferor may  request that each Funding Agent consent to the extension of the Scheduled Expiry Date for an  additional period of up to 364 days as provided in this Section 2.17, which decision shall be  made by each Funding Agent (after consultation with its related Owners) in its sole discretion.   Each Funding Agent shall notify the Transferor of its willingness or its determination not to  consent to such extension of the Scheduled Expiry Date as soon as practical after receiving such  notice, and in any event by the thirtieth (30th) day preceding the then current Scheduled Expiry  Date (the “Response Date”).  Notwithstanding the foregoing, the Funding Agent acting only on  behalf of any then Reducing Ownership Group or the Funding Agent acting on behalf of any  then Defaulting Ownership Group shall have no right to consent (or withhold its consent) to the  extension of the Scheduled Expiry Date.  Any Funding Agent which notifies the Transferor of its  determination not to extend or which does not expressly notify the Transferor that it is willing to  extend prior to the Response Date shall be deemed to be a “Non-Extending Purchaser” and each  Funding Agent which notifies the Transferor that it is willing to extend shall be an “Extending  Purchaser.” If (i) each Funding Agent has agreed by the Response Date to the extension of the  Scheduled Expiry Date and (ii) as of the then-current Scheduled Expiry Date, the Amortization  Date shall not have occurred and no Potential Termination Event or Potential Amortization  Event shall have occurred and be continuing, then, in such event, on the then-current Scheduled  Expiry Date, the Scheduled Expiry Date shall be extended to the date selected by the Transferor  (or to such other date as may be agreed in writing among the Transferor and the Extending  Purchasers) or, if such day is not a Combined Business Day, the next preceding Combined  Business Day.  If there are one or more Non-Extending Purchasers and there is at least one  Extending Purchaser on the then-current Scheduled Expiry Date, then one or more of the  following shall occur (in the following order) on or before the then-current Scheduled Expiry  Date, and the Scheduled Expiry Date shall be extended to the date selected by the Transferor (or  to such other date as may be agreed in writing among the Transferor and the Extending                                          -70-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Purchasers) or, if such day is not a Combined Business Day, the next preceding Combined  Business Day:               (i)   the Transferor may request that one or more Extending Purchasers (on        behalf of their related Owners), or a replacement Ownership Group, acquire by        assignment all of such Non-Extending Purchaser’s (and its related Owners’) interest in        the Transferred Assets and all rights and obligations hereunder pursuant to Section 9.7(a),        subject to (A) the execution and delivery of an Assignment and Assumption Agreement        and (B) payment to the Funding Agent for such Non-Extending Purchaser (for        distribution to such Non-Extending Purchaser and the applicable Owners entitled thereto)        of an amount equal to its Ownership Group Percentage of the Aggregate Net Investment        together with accrued and unpaid Yield thereon, their respective Ownership Group        Percentage of the accrued and unpaid Monthly Non-Use Fee and any other Aggregate        Unpaids then due and owing to such Non-Extending Purchaser and its related Owners; or               (ii)  if on the then-current Scheduled Expiry Date the Amortization Date has        not occurred and no Potential Termination Event or Potential Amortization Event shall        have occurred and be continuing, then, on the then-current Scheduled Expiry Date: (A)        the Purchase Limit and the Ownership Group Purchase Limit of each Non-Extending        Purchaser (each such Ownership Group, during the Revolving Period only, a “Reducing        Ownership Group”) shall each be automatically reduced by an amount equal to the excess        (if any) of the Ownership Group Purchase Limit of each such Reducing Ownership        Group (as in effect immediately before such Ownership Group became a Reducing        Ownership Group) on such date over the aggregate of the Net Investments of the Owners        in each such Reducing Ownership Group on such date, and (B) the Ownership Group        Percentage of each Reducing Ownership Group and the Ownership Group Percentage of        each Extending Purchaser shall be recalculated as follows during the Revolving Period        (only):                     (1)   except as expressly provided in Section 2.18, solely for purposes of              making distributions pursuant to Section 2.8(d)(i)(C) and Section 2.8(d)(i)(H)              during the Revolving Period, the Ownership Group Percentage for each              Ownership Group (including each Reducing Ownership Group) shall continue to              equal its respective percentage set forth in Schedule I, which Ownership Group              Percentages shall (for such purpose only) remain in effect without modification              during the Revolving Period; and                     (2)   except as provided in preceding clause (1), the Ownership Group              Percentage of each Ownership Group shall, on any date, equal the percentage              equivalent of a fraction, the numerator of which is the Ownership Group Purchase              Limit of such Ownership Group on such date and the denominator of which is the              Purchase Limit on such date.                                          -71-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   In connection with this clause (ii), any Reducing Ownership Group will be paid amounts owing  to such Reducing Ownership Group pursuant to Section 2.8(d) until the Net Investment and any  other Aggregate Unpaids of each such Reducing Ownership Group have been paid in full.  In  addition to the foregoing, each of the Purchase Limit and the Ownership Group Purchase Limit  for each Reducing Ownership Group shall, during the Revolving Period, be reduced by the  amount of all payments to each Funding Agent for a Reducing Ownership Group which are  applied in accordance with the terms of this Agreement to reduce the Net Investments of the  Owners in each such Reducing Ownership Group, and upon payment in full of all amounts  owing to the Funding Agent and the Owners comprising any Reducing Ownership Group, the  Ownership Group Percentage and the Ownership Group Purchase Limit of such Reducing  Ownership Group shall thereafter be zero and Schedule I attached hereto shall be revised to  reflect the Ownership Group Percentage of each Ownership Group (which shall equal, for each  Ownership Group, the percentage equivalent of a fraction, the numerator of which is the  Ownership Group Purchase Limit of such Ownership Group and the denominator of which is the  Purchase Limit); provided that, notwithstanding the foregoing, on and after the Amortization  Date, the Ownership Group Percentage of each Ownership Group shall be determined in  accordance with the definition of “Ownership Group Percentage” without reference to this  Section 2.17(ii).         Section 2.18 Defaulting Ownership Groups.                Notwithstanding any provision of this Agreement to the contrary, if at any time  there exists a Defaulting Ownership Group, then the following provisions shall apply for so long  as there exists a Defaulting Ownership Group:         (a)   The Funding Agent acting on behalf of a Defaulting Ownership Group shall not  be included in determining whether the Required Owners have taken or may take any action  hereunder (including any consent to any amendment or waiver pursuant to Section 9.2),  provided, however, that any waiver, amendment or modification requiring the consent of all  Funding Agents shall require the consent of the Funding Agent acting on behalf of such  Defaulting Ownership Group.         (b)   On the date on which an Ownership Group becomes a Defaulting Ownership  Group (A) the Purchase Limit and the Ownership Group Purchase Limit of such Defaulting  Ownership Group shall each be automatically reduced by an amount equal to the excess (if any)  of the Ownership Group Purchase Limit of such Defaulting Ownership Group (as in effect  immediately before such Ownership Group became a Defaulting Ownership Group) on such date  over the aggregate of the Net Investments of the Owners in such Defaulting Ownership Group on  such date and (B) the Ownership Group Percentage of each Ownership Group shall be  recalculated as follows during the Revolving Period (only):               (i)   solely for purposes of making distributions pursuant to Section        2.8(d)(i)(C) on any Payment Date during the Revolving Period, the Ownership Group                                         -72-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         Percentage for each Reducing Ownership Group (if any) shall be determined in        accordance with Section 2.17(ii) and the Ownership Group Percentage for each other        Ownership Group (including each Defaulting Ownership Group) shall, on such Payment        Date, equal the product of (x) 100% minus the aggregate of the Ownership Group        Percentages of the Reducing Ownership Groups (if any) on such Payment Date and (y)        the percentage equivalent of a fraction, the numerator of which is the aggregate of the Net        Investments of the Owners in such Ownership Group (before giving effect to such        distribution) on such Payment Date and the denominator of which is the aggregate of the        Net Investments of all Owners in all Ownership Groups (other than the Owners in any        Reducing Ownership Group) on such Payment Date;               (ii)  for purposes of making Incremental Fundings, the Ownership Group        Percentage of each Defaulting Ownership Group shall be zero and the Ownership Group        Percentage of each other Ownership Group (other than a Reducing Ownership Group)        shall equal the percentage equivalent of a fraction, the numerator of which is the        Ownership Group Purchase Limit of such Ownership Group and the denominator of        which is the sum of the Ownership Group Purchase Limits for all Ownership Groups        (other than Defaulting Ownership Groups and Reducing Ownership Groups); and               (iii) except as provided in preceding clause (i) or (ii), the Ownership Group        Percentage of each Ownership Group shall, on any date, equal the percentage equivalent        of a fraction, the numerator of which is the Ownership Group Purchase Limit of such        Ownership Group on such date and the denominator of which is the Purchase Limit on        such date.         (c)   On and after the date on which an Ownership Group becomes a Defaulting  Ownership Group, all amounts received hereunder by the Funding Agent (on behalf of such  Defaulting Ownership Group) shall continue to be applied in accordance with this Agreement;  provided, that such Funding Agent shall make no further Incremental Fundings (and no such  amount shall be applied to make any Incremental Funding).  In addition to the foregoing, each of  the Purchase Limit and the Ownership Group Purchase Limit for each Defaulting Ownership  Group shall, during the Revolving Period, be reduced by the amount of all payments to each  Funding Agent for a Defaulting Ownership Group which are applied in accordance with the  terms of this Agreement to reduce the Net Investments of the Owners in each such Defaulting  Ownership Group and, upon payment in full of all amounts owing to the Funding Agent and the  Owners comprising any Defaulting Ownership Group, the Ownership Group Percentage and the  Ownership Group Purchase Limit of such Defaulting Ownership Group shall thereafter be zero  and Schedule I attached hereto shall be revised to reflect the Ownership Group Percentage of  each Ownership Group (which shall, except as expressly provided in Section 2.17(ii)), equal, for  each Ownership Group, the percentage equivalent of a fraction, the numerator of which is the  Ownership Group Purchase Limit of such Ownership Group and the denominator of which is the  Purchase Limit); provided, that, notwithstanding the foregoing, on and after the Amortization  Date, the Ownership Group Percentage of each Ownership Group shall be determined in                                         -73-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   accordance with the definition of “Ownership Group Percentage” without reference to this  Section 2.18(c).         (d)   Without limiting the generality of Section 2.18(b)(ii) (but notwithstanding  anything to the contrary contained in this Agreement), but subject in all respects to Section  2.2(c), if on any Addition Date a Funding Agent (acting on behalf of the Owners in its related  Ownership Group) fails to make its portion of the Incremental Funding (or any portion thereof)  on such Addition Date, and such failure is not cured in all respects within two (2) Combined  Business Days of such Addition Date, then upon the written request of the Transferor to the  Administrative Agent and each Funding Agent (other than the Funding Agent which failed to  make such Incremental Funding), made not later than 10:00 a.m. (New York time) on or prior to  such second Combined Business Day, each Funding Agent (acting on behalf of the Owners in its  related Ownership Group) other than the Funding Agent acting on behalf of the Defaulting  Ownership Group shall, on the day such notice is delivered (or, if such day is not a Combined  Business Day, the next succeeding Combined Business Day), fund the portion of the Incremental  Funding not made by the Funding Agent acting on behalf of such Defaulting Ownership Group  on such Addition Date, pro rata based on its Ownership Group Purchase Limit as a percentage of  the Ownership Group Purchase Limits for all Ownership Groups other than the Defaulting  Ownership Group (and any Reducing Ownership Group); provided, that a Funding Agent (acting  on behalf of the Owners in its related Ownership Group) shall not be obligated to make that  portion (if any) of its share of such Incremental Funding which would, after giving effect thereto,  cause the aggregate of the Net Investments of the Owners in its related Ownership Group to  exceed the Ownership Group Purchase Limit for such Ownership Group.         (e)   If at any time the Funding Agent acting on behalf of a Defaulting Ownership  Group is also the Administrative Agent, then the Transferor shall have the right to replace the  Administrative Agent pursuant to the terms of Section 10.7(b) but without regard to the  obligation to deliver notice at least 120 days prior to the then current Scheduled Expiry Date.         (f)   For the avoidance of doubt, no provision of this Agreement, including without  limitation, this Section 2.18, shall be deemed to relieve any Committed Purchaser of its  commitment to make Incremental Fundings in accordance with Section 2.2.         Section 2.19 Reduction and Increase of Purchase Limit.  (a)  The Transferor may at any  time, upon at least ten (10) Combined Business Days’ prior written notice to the Administrative  Agent and each Funding Agent, request to terminate in whole or reduce in part the Purchase  Limit (but not below the Aggregate Net Investment or any Ownership Group’s Net Investment at  such time); provided, however, that each partial reduction shall (i) be in an amount equal to  $10,000,000 or any integral multiples of $1,000,000 in excess thereof and (ii) reduce each  Ownership Group Purchase Limit hereunder ratably in accordance with the respective  Ownership Group’s Ownership Group Percentage of such reduction to the Purchase Limit.  Upon  the date specified in such notice and agreement, if the conditions set forth in this Section 2.19  have been met, the Purchase Limit shall be reduced by the amount specified in such notice.                                         -74-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (b)   The Transferor may, from time to time upon at least thirty (30) days’ prior written  notice to the Administrative Agent and each Funding Agent (or such shorter period as shall be  approved by the Administrative Agent and the Funding Agents of the Ownership Groups  increasing their commitments), request an increase to the Purchase Limit.  Each such notice shall  be in a form reasonably acceptable to the Administrative Agent and shall specify (i) the proposed  date such increase shall become effective, (ii) the proposed amount of such increase, which  amount shall be at least $25,000,000 or an integral multiple of $5,000,000 in excess thereof; (iii)  the identity of the Ownership Group(s) (and members thereof) whose Ownership Group  Purchase Limit(s) will be increased in connection therewith; (iv) the identity of all Owners in  such Ownership Group; and (v) a recalculation of the Ownership Group Percentages which will  become effective upon such increase in the Purchase Limit.  No such increase shall become  effective unless and until (A) the Ownership Group Purchase Limit(s) of the Owners in one or  more existing Ownership Groups have been increased by the amount of such increase in the  Purchase Limit (or a portion thereof, if such increase is accomplished by a combination of means  pursuant to clause (D) below), as evidenced by an agreement in writing executed by the  Transferor, the Servicer, the Committed Purchasers and the Funding Agents for such increasing  Ownership Groups, (B) one or more additional Ownership Groups have become parties to this  Agreement by executing a joinder agreement in form and substance reasonably acceptable to the  Owners and the Transferor, which new Ownership Groups have Ownership Group Purchase  Limits equal to the amount of such increase in the Purchase Limit (or a portion thereof, if such  increase is accomplished by a combination of means pursuant to clause (D) below), (C) the  available commitments of the Conduit Support Providers hereunder or under the applicable  Conduit Support Documents of the applicable Conduit Purchasers are increased as necessary to  maintain the then-current ratings of such Conduit Purchaser’s Commercial Paper, or (D) a  combination of the foregoing.  Notwithstanding anything to the contrary set forth herein, nothing  contained in this Agreement shall constitute a commitment or obligation on the part of any  Owner to increase its Ownership Group Purchase Limit hereunder.         (c)   The Transferor may, upon at least ten (10) days’ (or such shorter period as the  Administrative Agent and the Funding Agents may agree) prior written notice to the  Administrative Agent (and the Administrative Agent shall promptly forward such written notice  to each Funding Agent), cause an increase in the Purchase Limit, upon satisfaction of the  following conditions: (i) the Transferor shall offer each Ownership Group the right to increase its  Ownership Group Purchase Limit by its ratable share of the increase in the Purchase Limit; (ii) if  any Ownership Group elects not to increase its Ownership Group Purchase Limit pursuant to  clause (i) above, the Transferor shall offer such Ownership Group’s portion to the other  Ownership Groups, or another Owner in a new Ownership Group; (iii) each new Ownership  Group, if any, shall execute a joinder agreement in a form reasonably acceptable to the  Transferor and the Administrative Agent; (iv) no Termination Event, Amortization Event or  Servicer Default shall have occurred and be continuing; and (v) the Purchase Limit shall not  exceed $1,500,000,000 immediately after giving effect to any such increase.  Schedule I to this  Agreement shall be deemed to be amended in connection with any such increase to add each new                                          -75-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Ownership Group (if any), to reflect the Ownership Group Purchase Limit of each Ownership  Group with a new or increasing Ownership Group Purchase Limit.  The Transferor shall repay or  cause to be repaid through the applicable joinder agreement any Net Investment outstanding on  the effective date of any such increase (and pay any outstanding fees due hereunder or under any  Fee Letter) to the extent necessary to keep the outstanding Net Investment of the Owners in each  Ownership Group equal to such Ownership Group’s ratable share (after giving effect to the  increase in any Ownership Group Purchase Limit pursuant to this Section 2.19(c)).         Section 2.20 Protection of Ownership Interest.  The Transferor agrees that from time to  time, at its expense, it will promptly execute and deliver all instruments and documents and take  all action that the Administrative Agent may reasonably request in order to perfect or protect the  Transferred Assets or to enable the Administrative Agent, for the benefit of the Owners, to  exercise or enforce any of its or their rights hereunder.  Without limiting the foregoing, the  Transferor will, upon the request of the Administrative Agent, in order to accurately reflect this  transaction, file such financing or continuation statements or amendments thereto or assignments  thereof as may be reasonably requested by the Administrative Agent and mark its master data  processing records with a notation describing the acquisition by the Administrative Agent (for  the benefit of the Owners) of the Transferred Assets, as the Administrative Agent may  reasonably request.  To the fullest extent permitted by applicable law, the Administrative Agent  shall be permitted to file continuation statements and amendments thereto and assignments  thereof if, after notice to the Transferor, the Transferor shall have failed to file such continuation  statements, amendments or assignments within ten (10) Business Days after receipt of such  notice from the Administrative Agent.  The Transferor shall neither change its name, identity or  corporate structure (within the meaning of Sections 9-506, 9-507 or 9-508 (or other applicable  sections of similar content) of the Relevant UCC), nor change where the Transferred Receivables  are located nor change its jurisdiction of organization unless it shall have:  (i) given the  Administrative Agent at least thirty (30) days prior notice thereof and (ii) delivered to the  Administrative Agent all financing statements, instruments and other documents reasonably  requested by the Administrative Agent in connection with such change or relocation.         Section 2.21 Malbec Receivables and No-Service Receivables.  If the Servicer  determines that a Transferred Receivable is a Malbec Receivable or a No-Service Receivable, the  Transferor shall, no later than the Payment Date following two (2) Business Days after such  determination, replace such Transferred Receivable with one or more Replacement Receivables  having aggregate Receivable Matrix Amounts equal to or greater than the remaining Receivable  Matrix Amount of the original Transferred Receivable being replaced; provided, that the  Transferor shall transfer Replacement Receivables in an amount necessary to cure the amount of  an Asset Base Deficiency that would exist solely as a result of such replacement.  The Transferor  shall cause any such Replacement Receivable to be transferred to the Administrative Agent (for  the benefit of the Owners), and such Replacement Receivable shall be an Additional Receivable  and shall be deemed to be transferred on an Addition Date, and the terms of this Agreement shall  apply to such Replacement Receivable as if it had been sold under Article II herein without  further action from any party hereto.  Following this transfer of a Replacement Receivable, the                                         -76-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   relevant original Receivable shall hereby be automatically reassigned to the Transferor without  any further action and the Administrative Agent, Funding Agents and Owners shall no longer  have any interest in or right with respect to the original Receivable.  The Replacement  Receivable will be an Additional Receivable for purposes of this Agreement.         Section 2.22 EPS Receivables.  (a) The Servicer may allow a portion of a Transferred  Receivable to become an EPS Receivable in accordance with the Credit and Collection Policies.   In the event that a portion of a Transferred Receivable becomes an EPS Receivable, the EPS  Receivable shall hereby be automatically retransferred to the Transferor without any further  action and the Administrative Agent, Funding Agents and Owners shall no longer have any  interest in or right to such EPS Receivables.         (b)   For each EPS Receivable retransferred pursuant to this Section 2.22, the  consideration for such retransfer shall be a reduction in the Deferred Purchase Price payable to  the Transferor.         (c)   The Servicer shall not permit any portion of any Receivable to become an EPS  Receivable during any Collection Period to the extent that the aggregate amounts of all EPS  Receivables that become part of the EPS Program during such Collection Period (determined  immediately prior to the time such amounts became EPS Receivables) would exceed 0.1% of the  Projected Pool Balance.                                    ARTICLE III.                        REPRESENTATIONS AND WARRANTIES        Section 3.1 Representations and Warranties of Finco and the Transferor.  Each of  Finco and the Transferor represents and warrants (each with respect to itself only) to the Owners,  the Funding Agents and the Administrative Agent that as of the 2018 Amendment Closing Date  and as of each Addition Date thereafter and, with respect to a particular representation, as of each  specific date referenced in such representation:         (a)   Organization, Qualification and Good Standing.  It is a duly organized and validly  existing corporation or limited liability company in good standing under the laws of the State of  Delaware, with the power and authority under its organizational documents and under the laws  of Delaware to own its assets and to conduct its business in which it is currently engaged.  It is  duly qualified to do business as a foreign company and is in good standing in each jurisdiction in  which the character of the business transacted by it or properties owned or leased by it requires  such qualification and in which the failure so to qualify could reasonably be expected to have a  material adverse effect on the business, properties, assets, or condition (financial or otherwise) of  it or its ability to perform its duties under this Agreement and the other Related Documents to  which it is a party.                                          -77-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (b)   Due Authorization; Binding Obligation.  It has the power and authority to make,  execute, deliver and perform this Agreement and the other Related Documents to which it is a  party, and all of the transactions contemplated under this Agreement and the other Related  Documents to which it is a party, and has taken all necessary limited liability company or trust  action to authorize the execution, delivery and performance of this Agreement and the other  Related Documents to which it is a party.  This Agreement and the other Related Documents to  which it is a party have been duly executed and delivered by it and constitute the legal, valid and  binding obligation of such party, enforceable in accordance with their terms, except as  enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting  the enforcement of creditors’ rights generally, any applicable law imposing limitations upon, or  otherwise affecting, the availability or enforcement of rights to indemnification hereunder, and  by the availability of equitable remedies.         (c)   No Conflict.  The execution and delivery of this Agreement and the other Related  Documents to which it is a party, and the performance by it of the transactions contemplated by  this Agreement and the other Related Documents to which it is a party and the fulfillment of the  terms hereof and thereof by it will not conflict with or violate any provision of any existing law  or regulation or any order or decree of any court or the certificate of formation or limited liability  company agreement of such party, or constitute (with or without notice or lapse of time or both)  a default under or material breach of any mortgage, indenture, contract, deed of trust, instrument  or other agreement to which it is a party or by which it or any of its properties may be bound, nor  result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of  any such indenture, agreement or other instrument, nor violate any law or, to the best of such  party’s knowledge, any order, rule or regulation applicable to such party of any Governmental  Authority having jurisdiction over it or its properties (other than violations of such laws,  regulations, orders, decrees, mortgages, indentures, contracts and other agreements which do not  affect the legality, validity or enforceability of any of such agreements or the Receivables and  which, individually or in the aggregate, would not have a material adverse effect on such party or  the transactions contemplated by, or its ability to perform its obligations under, this Agreement  or the other Related Documents to which it is a party).         (d)   No Proceedings.  There are no actions, suits, proceedings or investigations  pending, or to the best knowledge of such party, threatened against it before any court, arbitrator  or Governmental Authority (i) asserting the invalidity of this Agreement and the other Related  Documents to which it is a party, (ii) seeking to prevent the consummation of any of the  transactions contemplated by this Agreement and the other Related Documents to which it is a  party, (iii) seeking any determination or ruling that, in the reasonable judgment of such party,  would materially and adversely affect the performance by it of its obligations under this  Agreement and the other Related Documents to which it is a party, (iv) seeking any  determination or ruling that would materially and adversely affect the validity or enforceability  of this Agreement and the other Related Documents to which it is a party, which, in each case, if  adversely determined would be reasonably likely to result in a Material Adverse Effect, or (v)  seeking to materially and adversely affect the income or franchise tax attributes of the Transferor                                         -78-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   under the United States federal or any state income or franchise tax systems.  It is not in default  with respect to any order, judgment or decree of any court, arbitrator or Governmental Authority,  except to the extent that any such default does not have a Material Adverse Effect.         (e)   All Consents.  All authorizations, consents, orders or approvals of or registrations  or declarations with any Governmental Authority required to be obtained, effected or given by  such party in connection with the execution and delivery by it of this Agreement and the other  Related Documents to which it is a party and the performance of the transactions contemplated  by this Agreement and the other Related Documents to which it is a party by such party have  been duly obtained, effected or given and are in full force and effect, except for those which the  failure to obtain would not have a material adverse effect on this Agreement, the other Related  Documents or the transactions contemplated thereby or on the ability of such party to perform its  obligations under this Agreement or the other Related Documents to which it is a party.         (f)   Licensing.  It is properly licensed in each jurisdiction to the extent required by the  laws of such jurisdiction in order to originate, acquire, own or hold the Receivables, as  applicable.         (g)   Compliance with Requirements of Law.  It (i) shall duly satisfy all obligations on  its part to be fulfilled under or in connection with each Receivable, and (ii) in the case of Finco  in its capacity as the Servicer, it (A) will maintain in effect all qualifications required under  Requirements of Law in order to service properly each Receivable, and (B) will comply in all  material respects with all other Requirements of Law in connection with servicing each  Receivable, except where the failure to so comply would not have an Adverse Effect.         (h)   Protection of Rights.  It shall take no action in violation of this Agreement which,  nor omit to take in violation of this Agreement any action the omission of which, would  substantially impair the rights of the Owners, the Funding Agents or the Administrative Agent in  any Transferred Receivable.         (i)   Investment Company Act.  The Transferor (i) is not a “covered fund” under  Section 13 of the Bank Holding Company Act of 1956, as amended (together with the  implementing regulations thereunder, commonly referred to as the “Volcker Rule”) and (ii) is  neither required to be registered as an “investment company” nor is it “controlled by” an  “investment company” within the meaning of the Investment Company Act of 1940, as amended  (the “Investment Company Act”).  In determining that the Transferor is not a “covered fund,” the  Transferor is entitled to rely on the exception to the definition of “investment company” set forth  in Section 3(c)(5) of the Investment Company Act of 1940, as amended.         (j)   Legal Name; Location.  Its sole jurisdiction of organization is the State of  Delaware and such jurisdiction has not changed within four months prior to the date of this  Agreement.  Its principal place of business and chief executive office and its federal employer  identification number and Delaware organizational identification number is set forth on Schedule                                          -79-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   III hereto.  It has not, and has not used at any time during the past five years, any prior legal  names, trade names, fictitious names, assumed names or “doing business as” names except as set  forth on Schedule III hereto.         (k)   Accuracy of Information.  All certificates, reports, statements, documents and  other information furnished by it to the Administrative Agent, the Funding Agents or any Owner  pursuant to any provision of this Agreement or any other Related Document, or in connection  with or pursuant to any amendment or modification of, or waiver under, this Agreement or any  other Related Document, shall, at the time the same are so furnished, be complete and correct in  all material respects on the date the same are furnished.         (l)   Solvency.  No Insolvency Event with respect to it has occurred and no transfer of  the Transferred Receivables and the Related Rights has been made in contemplation of the  occurrence thereof.  It: (i) is able to pay its debts as they come due; and (ii) does not have  unreasonably small capital for the business in which it is engaged or for any business or  transaction in which it is about to engage.         (m)   Use of Proceeds.  No proceeds of a funding hereunder will be used by the  Transferor for a purpose that violates or would be inconsistent with Regulations T, U or X  promulgated by the Board of Governors of the Federal Reserve System from time to time.         (n)   Taxes.  It has filed all United States federal income tax returns (if any) and all  other material tax returns which are required to be filed by it and has paid all material taxes and  similar assessments or governmental charges that are due and payable by it pursuant to such  returns or pursuant to any assessment received by it; provided, that it may contest in good faith  any such taxes, assessments and other charges and, in such event, may permit the taxes,  assessments or other charges so contested to remain unpaid during any period, including appeals,  when it is in good faith contesting the same, so long as (i) adequate reserves have been  established in accordance with GAAP, (ii) enforcement of the contested tax, assessment or other  charge is effectively stayed for the entire duration of such contest if such enforcement could  reasonably be expected to have a material adverse effect on its financial condition or operations  or its ability to perform its obligations under this Agreement or the other Related Documents to  which it is a party, and (iii) any tax, assessment or other charge determined to be due, together  with any interest or penalties thereon, is promptly paid as required after final resolution of such  contest.  The Transferor is exclusively resident for tax purposes in the United States and, for the  purposes of this Agreement and the other Related Documents to which it is a party, will not act  through any branch or permanent establishment located outside of the United States.         (o)   ERISA.  It does not maintain or contribute to any Plan, nor has it maintained or  contributed to any Plan within the preceding five years (and, for the avoidance of doubt, a Person  shall not be deemed to maintain or contribute to any Plan, solely due to the fact that a member of  such Person’s ERISA Group maintains or contributes to any Plan).                                          -80-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (p)   No Termination Event or Amortization Event.  No Termination Event or  Amortization Event has occurred and is continuing.         (q)   Eligibility.  As of the 2018 Amendment Closing Date, each Addition Date  thereafter and each date thereafter on which each of the Aggregate Advance Amount and the  Aggregate Net Investment is calculated, each Transferred Receivable included in such  calculation as an Eligible Receivable is an Eligible Receivable.         (r)   Commodity Futures Trading Act.  It is not a “commodity pool” such that an  Owner would be a “commodity pool operator” with respect thereto or a “commodity pool” by  reason of its ownership of the Transferred Receivables.         (s)   Compliance with Credit and Collection Policies.  It has complied in all material  respects with the Credit and Collection Policies with regard to each Credit Agreement and the  related Transferred Receivables and Related Rights.  It has not made any change to such Credit  and Collection Policies, other than as permitted under Section 3.7(t).         (t)   Separateness.  Finco is, and all times since its organization has been, operated in  such a manner that it would not be substantively consolidated with the Transferor and such that  the separate existence of the Transferor would not be disregarded in the event of a bankruptcy or  insolvency of Finco.         (u)   Related Documents.  Each of its representations and warranties in the Related  Documents to which it is a party is true and correct in all material respects.         (v)   Multi-Seller Conduit.  None of Finco, the Transferor or any of their respective  Affiliates has any control with respect to the funding or investing activities of any Conduit  Purchaser.         (w)   Anti-Money Laundering.  Each of the Transferor and the Servicer warrants that it  is acting on its own behalf with respect to all matters associated with this Agreement.  Each of  the Transferor and the Servicer undertakes to provide each Funding Agent and Owner, upon its  reasonable request, with all information and documents which such Funding Agent or Owner  requires in order to comply with its obligations under all applicable anti-money laundering laws  (including Geldwäschegesetz).         (x)   Authentication of Daily Receivables Files and Receivables Schedules.  The  Transferor represents, warrants and agrees that transmission of each Daily Receivables File and  each Receivables Schedule consisting of, including or accompanied by an electronic file (which  may be a PDF or the insertion of the relevant language and names in a Word, Excel or other  electronic document) and transmitted either (a) from a Designated Email Address or (b) through  a virtual data room (including but not limited to Intralinks) acceptable to the Administrative                                           -81-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Agent, shall be evidence of its present intent to adopt or accept such record as the authentication  of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.         (y)   U.S. Risk Retention. The transactions contemplated by this Agreement and the  other Related Documents (including the purchase by the Administrative Agent (for the benefit of  the Owners) of the Transferred Receivables and Related Rights from the Transferor) are not  intended to cause, and do not contemplate, the issuance of an “asset-backed security” as such  term is defined in Section 3(a)(79) of the Exchange Act (15 U.S.C. 78c(a)(79)).          (z)   Eligible Assets. The Transferred Receivables are “eligible assets” as such term is  defined in Rule 3a-7 of the Investment Company Act.         (aa)  Beneficial Ownership Certification.  As of the 2018 Amendment Closing Date,  the information included in the Beneficial Ownership Exemption Certification is true and correct  in all respects.         Section 3.2 Representations and Warranties Relating to the Receivables.  The  Transferor hereby represents and warrants to the Owners, the Funding Agents and the  Administrative Agent with respect to the Initial Receivables as of the Original Closing Date and,  with respect to Additional Receivables, as of the related Addition Date that:         (a)   as of the Initial Cut-Off Date, with respect to the Transferred Assets sold and  transferred on the Original Closing Date, the Receivables Schedule delivered to the  Administrative Agent on the Original Closing Date on Schedule II relating to the Transferred  Receivables and Related Rights sold and transferred hereunder on such date, and as of the related  Addition Date with respect to Additional Receivables designated pursuant to Section 2.1(c), the  applicable Daily Receivables File delivered on such Addition Date, contains an accurate list of  such Transferred Receivables as of such date;         (b)   on the date each Receivable is conveyed to the Administrative Agent (for the  benefit of the Owners) by the Transferor, the Transferor owns and has good and marketable title  to each such Receivable and such Receivable has been conveyed to the Administrative Agent  (for the benefit of the Owners) free and clear of any Lien, claim or encumbrance of any Person;         (c)   all authorizations, consents, orders or approvals of or registrations or declarations  with any Governmental Authority required to be obtained, effected or given by the Transferor in  connection with the conveyance by the Transferor of Receivables to the Administrative Agent  (for the benefit of the Owners) have been duly obtained, effected or given and are in full force  and effect;         (d)   this Agreement constitutes a valid sale, transfer and assignment to the  Administrative Agent (for the benefit of the Owners) of all right, title and interest of the  Transferor in the Transferred Receivables and Related Rights conveyed to the Administrative                                          -82-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Agent (for the benefit of the Owners) by the Transferor and the proceeds thereof and Recoveries  identified as relating to the Receivables conveyed to the Administrative Agent (for the benefit of  the Owners) by the Transferor or, if this Agreement does not constitute a sale of such property, it  creates and constitutes a grant of a first priority perfected “security interest” (as defined in the  UCC) in such property to the Administrative Agent (for the benefit of the Owners), which, in the  case of existing Receivables and the Related Rights and the proceeds thereof, is enforceable  upon execution and delivery of this Agreement, and which will be enforceable with respect to  such Receivables hereafter and thereafter created and the proceeds thereof upon such creation  and which security interest is prior to all other Liens.  Upon the filing of the financing statements  and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation  thereof, the Administrative Agent (for the benefit of the Owners) shall have a first priority  perfected security or ownership interest in such Receivables and proceeds;         (e)   each Receivable sold to the Administrative Agent (for the benefit of the Owners)  by the Transferor is an Eligible Receivable;         (f)   no selection procedures believed by the Transferor to be materially adverse to the  interests of the Administrative Agent or any Funding Agent or Owner have been used in  selecting such Receivables;          (g)   each Transferred Receivable has been the subject of a valid sale and assignment  from (A) Finco to the Transferor of all Finco’s right, title and interest therein and (B) the  Transferor to the Administrative Agent (for the benefit of the Owners) of all the Transferor’s  right, title and interest therein;         (h)   immediately prior to the transfer of a Transferred Receivable hereunder, the  Transferor shall be the legal and beneficial owner of the Transferred Receivables and Related  Rights with respect thereto, free and clear of any Lien.  This Agreement and each Receivables  Schedule and Daily Receivables File, together with the financing statements filed in connection  herewith (or therewith), are effective to, and shall create in favor of the Administrative Agent,  for the benefit of the Owners, a valid and perfected first priority ownership or security interest in  each Transferred Receivable and in the Related Rights and Collections (to the extent provided by  Section 9-315 (or other applicable section of similar content) of the Relevant UCC) in respect  thereof, free and clear of any Lien (other than Liens created by this Agreement).  This  Agreement, together with the Control Agreement(s) executed in connection herewith, are  effective to, and shall create in favor of the Administrative Agent, for the benefit of the Owners,  a valid and perfected first priority ownership or security interest in the Collection Account, and  all amounts held, deposited or carried therein, free and clear of any Lien (except as created by  this Agreement).  On or prior to the Original Closing Date, all financing statements and other  documents required to be recorded or filed in order to perfect the Administrative Agent’s interest  (for the benefit of the Owners) in the Transferred Assets against all creditors of and transferees  from the Transferor will have been duly filed in each filing office necessary for such purpose and  all filing fees and taxes, if any, payable in connection with such filings shall have been paid in                                         -83-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   full.  No effective financing statement or other instrument similar in effect covering any Credit  Agreement relating to a Transferred Receivable or the Related Rights or Collections in respect  thereof or covering the Collection Account is on file in any recording office, except those filed  pursuant to this Agreement;         (i)   the Transferor has caused the filing of all appropriate financing statements in the  proper filing office in the appropriate jurisdictions under applicable law in order to perfect the  security interest in the Receivables and Related Rights sold to the Administrative Agent (for the  benefit of the Owners) under this Agreement; and         (j)   other than the security interest granted to the Administrative Agent (for the  benefit of the Owners) pursuant to this Agreement, the Transferor has not pledged, assigned,  sold, granted a security interest in, or otherwise conveyed any of the Transferred Receivables,  Related Rights or other components of the Transferred Assets; the Transferor has not authorized  the filing of and is not aware of any financing statements against the Transferor that include a  description of collateral covering the Transferred Receivables and Related Rights other than any  financing statement filed in connection with this Agreement; the Transferor is not aware of any  judgment or tax lien filings against it.         Section 3.3 Additional Representations and Warranties of Finco.  Finco, in its capacity  as initial Servicer, represents and warrants to the Owners, the Funding Agents and the  Administrative Agent that as of the Original Closing Date, as of the 2016 Amendment Closing  Date, as of the 2017 Amendment Closing Date, as of the 2018 Amendment Closing Date and as  of each Addition Date:         (a)   Ownership of the Transferor.  It owns of record all of the issued and outstanding  membership interests of the Transferor, all of which have been validly issued, are fully paid and  nonassessable and are owned free and clear of all Liens, warrants, options and rights to purchase.         (b)   Anti-Corruption Laws and Sanctions.  It has implemented and maintains in effect  policies and procedures designed to ensure compliance by it and its Subsidiaries, directors,  officers, employees and agents with Anti-Corruption Laws and applicable U.S. Sanctions, and it,  each of its respective Subsidiaries, its respective officers and employees, and to its knowledge,  its respective directors and agents, is in compliance with Anti-Corruption Laws and applicable  Sanctions in all material respects.  None of it, any of its Subsidiaries or any director, officer,  employee, agent or affiliate of it or any of its Subsidiaries that will act in any capacity in  connection with or benefit from the facility established hereby, is a Sanctioned Person.   No  Incremental Funding, use of proceeds or other transaction contemplated by this Agreement will  violate Anti-Corruption Laws or applicable Sanctions.         (c)   Authority.  It is duly qualified to do business and is in good standing (or is exempt  from such requirements) in each State of the United States where the nature of its business                                          -84-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   requires it to be so qualified and the failure to be so qualified and in good standing would have a  Material Adverse Effect on the interests of the Owners.         Section 3.4 Additional Representations and Warranties of the Guarantor.  Each of  TMUS and TMUSA represents and warrants to the Owners, the Funding Agents and the  Administrative Agent that as of the 2018 Amendment Closing Date and as of each Addition Date  thereafter:         (a)   Organization and Good Standing.  It is a duly organized and validly existing  corporation in good standing under the laws of the State of Delaware, with the power and  authority under its organizational documents and under the laws of Delaware to own its  properties and to conduct its business as such properties are currently owned and such business is  presently conducted and to execute, deliver and perform its obligations under this Agreement,  and the Performance Guaranty.         (b)   Licenses and Approvals.  It is duly qualified to do business and is in good  standing as a foreign corporation (or is exempt from such requirements) and has obtained all  necessary licenses and approvals in order to be able to execute, deliver and perform its  obligations under the Performance Guaranty and this Agreement, in each jurisdiction in which  the conduct of its business requires such qualification, except where the failure to do so would  not have a Material Adverse Effect.         (c)   Power and Authority.  It has the power and authority to execute and deliver this  Agreement and the Performance Guaranty and to perform its obligations hereunder and  thereunder; and the execution, delivery and performance of this Agreement and the Performance  Guaranty, and the consummation by it of the transactions provided for or contemplated thereby,  have been duly authorized by it by all necessary corporate action.         (d)   Binding Obligation.  This Agreement and the Performance Guaranty constitute  legal, valid and binding obligations of it, enforceable against it in accordance with their  respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency,  reorganization or other similar laws affecting the enforcement of creditors’ rights generally and  to general principles of equity, whether applied in a proceeding in equity or at law.         (e)   No Violation.  The execution and delivery of this Agreement and the Performance  Guaranty, the performance of the transactions contemplated by this Agreement and the  Performance Guaranty, and the fulfillment of the terms of this Agreement and the Performance  Guaranty by it, will not conflict with, result in any breach of any of the terms or provisions of or  constitute (with or without notice or lapse of time or both) a default under, its organizational  documents or any indenture, agreement, mortgage, deed of trust or other instrument to which it is  a party or by which it or its properties is bound, or violate any material Requirements of Law  applicable to it.                                          -85-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (f)   No Proceedings.  There are no actions, suits, proceedings or investigations  pending, or to its knowledge threatened, against it before any court, arbitrator or Governmental  Authority having jurisdiction over it: (i) asserting the invalidity of this Agreement or the  Performance Guaranty; (ii) seeking to prevent the consummation of any of the transactions  contemplated by this Agreement or the Performance Guaranty; or (iii) seeking any determination  or ruling that would have a Material Adverse Effect.  It is not in default with respect to any  order, judgment or decree of any court, arbitrator or Governmental Authority.         (g)   No Consents.  No consent, license, approval, registration, authorization or  declaration of or with any Governmental Authority or other Person is necessary in connection  with the execution of delivery of this Agreement or the Performance Guaranty, or performance  of the transactions contemplated hereby or thereby, that has not already been obtained except  where the failure to so obtain would not have a material adverse effect on the ability of the  Guarantor to perform its obligations hereunder.         (h)   Financial Statements.  (i) The audited consolidated balance sheet of TMUS and its  consolidated subsidiaries as of December 31, 2017 and the related consolidated statements of  income and cash flows for the fiscal year then ended, delivered to the Administrative Agent on  or prior to the 2018 Amendment Closing Date, fairly present, in conformity with GAAP, the  consolidated financial position of TMUS and its consolidated subsidiaries as of such date and  their consolidated results of operations and cash flows for such fiscal year; and (ii) the unaudited  consolidated balance sheet of TMUS and its consolidated subsidiaries as of June 30, 2018 and  the related unaudited consolidated statements of income and cash flows for the three months then  ended, delivered to the Administrative Agent on or prior to the 2018 Amendment Closing Date,  fairly present in all material respects, in conformity with GAAP applied on a basis consistent  with the financial statements referred to in clause (i) above (except as described in the notes  thereto), the financial position of TMUS and its consolidated subsidiaries as of such date and  their consolidated results of operations and cash flows for such three month period (subject to  normal year-end adjustments).         (i)   ERISA.  It does not maintain or contribute to any Plan, nor has it maintained or  contributed to any Plan within the preceding five (5) years, except for, effective as of the date of  the closing of the Sprint Transaction, the Sprint Retirement Pension Plan with respect to which  no liability that would reasonably be expected to result in a Material Adverse Effect has occurred  or will occur.         (j)   Anti-Money Laundering.  The Guarantor warrants that it is acting on its own  behalf with respect to all matters associated with this Agreement.  The Guarantor undertakes to  provide each Funding Agent and Owner, upon its reasonable request, with all information and  documents which such Funding Agent or Owner requires in order to comply with its obligations  under all applicable anti-money laundering laws (including Geldwäschegesetz).                                           -86-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         Section 3.5 Representations and Warranties of the Conduit Purchasers and Committed  Purchasers.         (a)   Each Conduit Purchaser hereby represents and warrants to the Transferor, Finco  and the Guarantor that it is not required to register as an “investment company” nor is it  controlled by an “investment company” within the meaning of the Investment Company Act.         (b)   Each Conduit Purchaser (each with respect to itself only) hereby represents and  warrants to the Transferor, Finco and the Guarantor that it is a Multi-Seller Conduit.         (c)   Each Conduit Purchaser and Committed Purchaser (each with respect to itself  only) represents and warrants that it is a “qualified institutional buyer” as defined in Rule 144A  of the Securities Act of 1933, as amended; provided, that such party makes no representation or  statement as to whether the purchase of Transferred Assets hereunder constitutes a security.         (d)   The Conduit Purchasers and Committed Purchasers hereby notify the Transferor  that pursuant to the requirements of the Uniting and Strengthening America by Providing  Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L.  107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify  and record information that identifies the Transferor, which information includes the name,  address, tax identification number and other information that will allow the Conduit Purchasers  and Committed Purchasers, as applicable, to identify the Transferor in accordance with the  PATRIOT Act.  This notice is given in accordance with the requirements of the PATRIOT Act.         Section 3.6 Covenants of the Transferor.  The Transferor covenants and agrees,  through the Termination Date, that:         (a)   Compliance with Covenants.  It will perform and observe for the benefit of the  Owners each of the covenants and agreements required to be performed or observed by it in this  Agreement and the Related Documents to which it is a party.         (b)   Maintain Existence.  It will preserve and maintain its existence, rights, franchises  and privileges in the jurisdiction of its formation, and qualify and remain qualified in good  standing as a foreign trust or limited liability company in each jurisdiction where its business is  conducted, and will obtain and maintain all requisite authority to conduct its business in each  jurisdiction in which its business requires such authority.         (c)   Compliance with Requirements of Law.  It shall comply in all material respects  with all Requirements of Law and preserve and maintain its existence, rights, franchises,  qualifications, and privileges except to the extent that the failure so to comply with such  applicable Requirements of Law or the failure so to preserve and maintain such existence, rights,  franchises, qualifications and privileges would not materially adversely affect the collectability                                           -87-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   of the Receivables, its ability to conduct its business or its ability to perform its obligations under  this Agreement and the Related Documents in all material respects.         (d)   Ownership.  It shall take all necessary action to (i) vest legal and equitable title in  the Transferred Receivables and Related Rights on such Transferred Receivables in the  Administrative Agent (for the benefit of the Owners), free and clear of any Liens (including,  without limitation, the filing of all financing statements or other similar instruments or  documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to  perfect the Administrative Agent’s (for the benefit of the Owners) interest in such Transferred  Receivables and Related Rights on such Transferred Receivables, and such other action to  perfect, protect or more fully evidence the interest of the Administrative Agent (for the benefit of  the Owners) therein as the Administrative Agent may reasonably request, and (ii) cooperate (as  the Administrative Agent may reasonably request) in the establishment and maintenance, in  favor of the Administrative Agent’s (for the benefit of the Owners), of a valid and perfected first  priority perfected security interest in the Transferred Assets to the full extent contemplated  herein and in the Sale Agreement, free and clear of any Liens (including, without limitation, the  filing of all financing statements or other similar instruments or documents necessary under the  Relevant UCC (or any comparable law) of all appropriate jurisdictions to perfect the  Administrative Agent’s (for the benefit of the Owners) security interest in the Transferred Assets  and such other action to perfect, protect or more fully evidence the interest of the Administrative  Agent (for the benefit of the Owners) as the Administrative Agent may reasonably request.         (e)   Furnish Certain Information; Further Assurances.  It will furnish (or cause to be  furnished) to the Administrative Agent and each Funding Agent: (i) promptly after the execution  thereof, copies of all amendments of and waivers with respect to this Agreement and the other  Related Documents; (ii) copies of all financial statements that the Transferor furnished (or  required to be furnished) pursuant to this Agreement and the other Related Documents  concurrently therewith; (iii) a copy of each material certificate, report, statement, notice or other  communication furnished (or required to be furnished) by or on behalf of the Transferor pursuant  to this Agreement and the other Related Documents concurrently therewith; (iv) a copy of each  material notice, demand or other communication furnished (or required to be furnished) by or on  behalf of the Transferor pursuant to this Agreement and the other Related Documents  concurrently therewith; and (v) such other information, documents, records or reports respecting  the Transferred Assets, the related Obligors, the Transferor which is in the possession or under  the control of the Transferor as any such Funding Agent may from time to time reasonably  request; provided, that (x) prior to the occurrence and continuation of an Amortization Event,  Servicer Default or Termination Event, such information provided to the Administrative Agent  and the Funding Agents shall be limited to the T-Mobile Information, and (y) following the  occurrence or, to the extent required, declaration, of an Amortization Event, Servicer Default or  Termination Event, the Administrative Agent and each Funding Agent shall receive any  information with respect to the Receivables that it in good faith believes is reasonably necessary  for the Administrative Agent and the Funding Agents to evaluate and/or enforce their rights and                                          -88-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   remedies under this Agreement and the other Related Documents with respect to such  Transferred Receivables.         (f)   No Liens.  Except for any conveyance under this Agreement and the other Related  Documents, it will not sell, pledge, assign (by operation of law or otherwise) or transfer to any  other Person, or otherwise dispose of, or grant, create, incur, assume or suffer to exist any Lien  on, any Transferred Receivable, Related Rights or Collections on such Transferred Receivables,  whether now existing or hereafter created, or any interest therein, or assign any right to receive  income in respect thereof, or take any other action inconsistent with the Administrative Agent’s  (for the benefit of the Owners) ownership of, the Transferred Receivables, Related Rights and  Collections on such Transferred Receivables, except to the extent arising under this Agreement  and the other Related Documents, and it shall defend the right, title and interest of the  Administrative Agent (for the benefit of the Owners) in, to and under the Transferred  Receivables, the Related Rights and the Collections on such Transferred Receivables, whether  now existing or hereafter created, against all claims of third parties claiming through or under  Finco or its assigns.         (g)   Name Change, Offices and Records.  It will not make any change to its name  (within the meaning of Section 9-507 of any applicable enactment of the UCC), type or  jurisdiction of organization or location of its books and records unless, at least thirty (30) days  prior to the effective date of any such name change, change in type or jurisdiction of  organization, or change in location of its books and records it notifies the Servicer and the  Administrative Agent thereof and (except with respect to a change of location of books and  records) delivers to the Administrative Agent (i) such financing statements (Forms UCC-1 and  UCC-3) which the Administrative Agent may reasonably request to reflect such name change, or  change in type or jurisdiction of organization, (ii) if the Administrative Agent shall so request, an  opinion of counsel, in form and substance reasonably satisfactory to such Person, as to the  perfection and priority of the Administrative Agent’s ownership of and security interest in the  Transferred Receivables and Related Rights (for the benefit of the Owners) and (iii) such other  documents, agreements and instruments that the Administrative Agent may reasonably request in  connection therewith.         (h)   Protection of Owners’ Rights.  It will take no action, nor omit to take any action,  which could reasonably be expected to materially impair the rights of the Administrative Agent  and the Owners in the Transferred Receivables and the Related Rights granted pursuant to this  Agreement, or materially adversely affect the collectability of the Transferred Assets, or  reschedule, revise or defer payments due on any Transferred Receivable, or amend, modify or  waive in any material respect any term or condition relating to payments due on any Transferred  Receivable, or modify the terms of any Transferred Receivable in a manner that would result in  the dilution of such Transferred Receivable or that would otherwise prevent such Transferred  Receivable from being an Eligible Receivable, except (i) in accordance with the Credit and  Collection Policies (ii) as ordered by a court of competent jurisdiction or other Governmental  Authority, (iii) such Transferred Receivable is deemed not to be an Eligible Receivable and such                                         -89-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   event does not result in an Asset Base Deficiency, (iv) with the prior consent of the Required  Owners, (v) as otherwise stated herein, or (vi) pursuant to Requirements of Law.         (i)   Inspection.  It shall cooperate with Finco, the Administrative Agent and each  Funding Agent in connection with any Inspection pursuant to Section 6.2(a); provided, that any  such inspection of the Transferor shall occur at the same time as any Inspection of Finco  pursuant to Section 6.2(a).         (j)   Fulfillment of Obligations.  It will (i) duly observe and perform, or cause to be  observed or performed, all material obligations and undertakings on its part to be observed and  performed under this Agreement, the Related Documents and the Receivables, (ii) subject to the  terms hereof and the Credit and Collection Policies, duly observe and perform all material  provisions, covenants and other promises required to be observed by it under the Receivables,  and (iii) pay when due (or contest in good faith) any taxes, including without limitation any sales  tax, excise tax or other similar tax or charge, payable by the Transferor in connection with the  Receivables and their creation and satisfaction.         (k)   Enforcement.  It will take all action necessary and appropriate to enforce its rights  and claims under this Agreement and the other Related Documents.         (l)   Notices.  It will notify each Funding Agent in writing of any of the following  promptly upon learning of the occurrence thereof, describing the same and, if applicable, such  written notice shall be accompanied by a statement of the chief financial officer or chief  accounting officer of the Transferor describing the steps, if any, being taken with respect thereto:               (i)   any Asset Base Deficiency, Amortization Event, Potential Amortization        Event, Termination Event, Potential Termination Event, Servicer Default or Potential        Servicer Default, but in any event within five (5) days;               (ii)  the institution of any litigation, investigation, arbitration proceeding or        governmental proceeding against the Transferor which, individually or in the aggregate,        could reasonably be expected to have a Material Adverse Effect, or the entry of any        judgment or decree or the institution of any litigation, investigation, arbitration        proceeding or governmental proceeding against the Transferor which, individually or in        the aggregate, could reasonably be expected to have a Material Adverse Effect, but in any        event within ten (10) Business Days;               (iii) any Lien made or asserted against a material portion of the Transferred        Assets, other than conveyances hereunder and under the Sale Agreement, to the extent        such notice is not provided by Finco; and               (iv)  any Material Adverse Effect.                                           -90-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (m)   Assurant Event.  It shall provide prompt written notice to the Administrative  Agent, each Funding Agent and each Owner of the occurrence of any Assurant Event, event of  default or material breach under the Assurant Agreement, or any other event under any Assurant  Agreement that could reasonably be expected to have an Adverse Effect on any Owner, but in  any event within five (5) days.[Reserved].         (n)   Eligible Interest Rate Caps.  The Transferor (i) entered into an Eligible Interest  Rate Cap on the Original Closing Date, (ii) entered into an Eligible Interest Rate Cap on the 2016  Amendment Closing Date, (iii) entered into a new Eligible Interest Rate Cap in connection with  the 2017 Amendment Closing Date, (iv) will enter into a new Eligible Interest Rate Cap prior to  November 20, 2018, and (v) shall at all times maintain in full force and effect the Eligible  Interest Rate Caps or any other hedging agreements in accordance with the Hedging  Requirements specified on Exhibit D hereto.         (o)   Statement for and Treatment of Sales.  The Transferor shall not treat any transfer  of Receivables, Related Rights and Collections on such Receivables by Finco to the Transferor  under the Sale Agreement in any manner other than as a sale for all purposes (other than tax  purposes).         (p)   Compliance and Separateness.               (i)   During the term of this Agreement, the Transferor will, subject to the        terms of this Agreement, keep in full force and effect its existence, rights and franchises        as a limited liability company under the laws of the jurisdiction of its formation and will        obtain and preserve its qualification to do business in each jurisdiction in which such        qualification is or shall be necessary to protect the validity and enforceability of this        Agreement and the other Related Documents to which it is a party, and each other        instrument or agreement necessary or appropriate to the proper administration of this        Agreement and the transactions contemplated thereby.               (ii)  Except as otherwise provided in the Related Documents, during the term        of this Agreement the Transferor will observe the following applicable legal requirements        for the recognition of the Transferor as a legal entity separate and apart from its        Affiliates, and the Transferor shall:                     (1)   maintain books and records separate from any other person or                          entity;                     (2)   maintain its own deposit, securities and other account or accounts,                          separate from any other person or entity, with financial institutions;                     (3)   ensure that, to the extent that it jointly contracts with any of its                          members or Affiliates to do business with vendors or service                                         -91-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                           providers or to share overhead expenses, the costs incurred in so                          doing shall be allocated fairly among such entities, and each such                          entity shall bear its fair share of such costs. To the extent that the                          Transferor contracts or does business with vendors or service                          providers where the goods and services provided are partially for                          the benefit of any other Person, the costs incurred in so doing shall                          be fairly allocated to or among such entities for whose benefit the                          goods and services are provided, and each such entity shall bear its                          fair share of such costs;                     (4)   conduct its affairs strictly in accordance with its limited liability                          company agreement and observe all necessary, appropriate and                          customary company formalities;                     (5)   ensure that its board of directors shall at all times include at least                          one Independent Director;                     (6)   not commingle its assets with those of any other person or entity;                     (7)   conduct its business (i) in its own name and not that of an Affiliate,                          and (ii) to the extent it maintains office space, from an office                          separate from that of the Member (but which may be located in the                          same facility as and leased from the Member) at which will be                          maintained its own separate limited liability company books and                          records;                     (8)   other than as contemplated herein, in the Sale Agreement or in one                          of the Related Documents and related documentation, pay its own                          liabilities and expenses only out of its own funds;                     (9)   observe all formalities required under the Delaware Limited                          Liability Company Act;                     (10)  not guarantee or become obligated for the debts of any other                          person or entity;                     (11)  ensure that no Affiliate of the Transferor shall advance funds to the                          Transferor, and no Affiliate of the Transferor will otherwise                          guaranty debts of the Transferor;                     (12)  not hold out its credit as being available to satisfy the obligation of                          any other person or entity;                                          -92-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                     (13)  not acquire the obligations or securities of its Affiliates;                     (14)  not make loans to any other person or entity or buy or hold                          evidence of indebtedness issued by any other person or entity;                     (15)  other than as contemplated herein, in the Sale Agreement or in one                          of the Related Documents and related documentation, not pledge                          its assets for the benefit of any other person or entity;                     (16)  hold itself out as a separate entity from its Affiliates and not                          conduct any business in the name of any of its Affiliates;                     (17)  correct any known misunderstanding regarding its separate                          identity;                     (18)  ensure that decisions with respect to its business and daily                          operations shall be independently made by the Transferor                          (although the officer making any particular decision may also be                          an officer or director of an Affiliate of the Transferor) and shall not                          be dictated by an Affiliate of the Transferor;                     (19)  other than organizational expenses and as expressly provided                          herein, pay all expenses, indebtedness and other obligations                          incurred by it using its own funds;                     (20)  not identify itself as a division of any other person or entity;                     (21)  conduct business with its Affiliates on an arm’s-length basis on                          terms no more favorable to either party than the terms that would                          be found in a similar transaction involving unrelated third parties;                     (22)  not engage in any business or activity of any kind, or enter into any                          transaction, indenture, mortgage, instrument, agreement, contract,                          lease or other undertaking which is not directly related to the                          transactions contemplated and authorized by this Agreement or the                          other Related Documents; and                     (23)  comply with the limitations on its business and activities as set                          forth in its certificate of formation and shall not incur indebtedness                          other than pursuant to or as expressly permitted by the Related                          Documents.                                           -93-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               (iii) During the term of this Agreement, the Transferor will comply with the        limitations on its business and activities, as set forth in its certificate of formation, and        will not incur indebtedness other than pursuant to or as expressly permitted by herein or        in one of the other Related Documents.         (q)   Beneficial Ownership Rule.  Promptly following any change in the information  included in the Beneficial Ownership Exemption Certification delivered on the 2018  Amendment Closing Date that would result in a change to the status as an exempt party  identified in such certification, or a change in the address of any beneficial owners or control  party, the Transferor shall execute and deliver to the related Funding Agent(s) a Beneficial  Ownership Certification or an updated Beneficial Ownership Exemption Certification, as  applicable.         (r)   PATRIOT Act.  Promptly following any request therefor, the Transferor shall  deliver to the Funding Agents all documentation and other information required by bank  regulatory authorities requested by any Funding Agent for purposes of compliance with  applicable “know your customer” requirements under the PATRIOT Act, the Beneficial  Ownership Rule or other applicable anti-money laundering laws, rules and regulations.         Section 3.7 Covenants of Finco and the Servicer.  Each of Finco and the Servicer  covenants and agrees through the Termination Date, that:         (a)   Compliance with Covenants.  Finco will perform and observe for the benefit of  the Owners each of the covenants and agreements required to be performed or observed by it in  this Agreement and the other Related Documents to which it is a party.         (b)   Furnish Certain Information.  Finco will furnish (or cause to be furnished) to each  Funding Agent: (i) promptly after the execution thereof, copies of all amendments of and  waivers with respect to this Agreement and the other Related Documents; (ii) copies of all  financial statements, compliance certificates and other financial reports that Finco or the Servicer  furnished (or required to be furnished) pursuant to this Agreement and the other Related  Documents concurrently therewith; (iii) a copy of each certificate, report, statement, notice or  other communication furnished (or required to be furnished) by or on behalf of Finco, the  Transferor or the Servicer to the Servicer or the Administrative Agent pursuant to this  Agreement and the other Related Documents concurrently therewith; (iv) a copy of each material  notice, demand or other communication furnished (or required to be furnished) by or on behalf of  Finco, the Transferor or the Servicer pursuant to this Agreement and the other Related  Documents concurrently therewith; and (v) such other information, documents, records or  reports respecting the Transferred Assets, the Obligors, Finco or the Servicer, or the condition or  operations, financial or otherwise, of Finco, which is in the possession or under the control of  Finco as any such Funding Agent may from time to time reasonably request; provided, that (x)  prior to the occurrence and continuation of an Amortization Event, Servicer Default or  Termination Event, such information provided to the Administrative Agent and the Funding                                         -94-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Agents shall be limited to the T-Mobile Information, and (y) following the occurrence or, to the  extent required, declaration, of an Amortization Event, Servicer Default or Termination Event,  the Administrative Agent and each Funding Agent shall receive any information with respect to  the Receivables that it in good faith believes is reasonably necessary for the Administrative  Agent and the Funding Agents to evaluate and/or enforce their rights and remedies under this  Agreement and the other Related Documents with respect to such Transferred Receivables.         (c)   Reporting.  Finco will maintain a system of accounting established and  administered in accordance with GAAP, and furnish or cause to be furnished to the  Administrative Agent and each Funding Agent on or before April 30 of each year a copy of the  Credit and Collection Policies then in effect.         (d)   Notices.  Finco will notify each Funding Agent in writing of any of the following  promptly upon learning of the occurrence thereof, describing the same and, if applicable, such  written notice shall be accompanied by a statement of the chief financial officer or chief  accounting officer of Finco describing the steps, if any, being taken with respect thereto:               (i)   any Asset Base Deficiency, Amortization Event, Potential Amortization        Event, Termination Event, Potential Termination Event, Servicer Default or Potential        Servicer Default, but in any event within five (5) days;               (ii)  the institution of any litigation, investigation, arbitration proceeding or        governmental proceeding against Finco or any of its subsidiaries which, individually or in        the aggregate, could reasonably be expected to have a Material Adverse Effect, or the        entry of any judgment or decree or the institution of any litigation, investigation,        arbitration proceeding or governmental proceeding against Finco or any of its        subsidiaries which, individually or in the aggregate, could reasonably be expected to have        a Material Adverse Effect, and in any event within ten (10) Business Days;               (iii) any Lien made or asserted against a material portion of the Transferred        Assets, other than conveyances hereunder and under the Sale Agreement;               (iv)  the decision to appoint a new director or manager of the Transferor as the        “Independent Director” for purposes of this Agreement, such notice to be issued not less        than ten (10) days prior to the effective date of such appointment and to certify that the        designated Person satisfies the criteria set forth in the definition herein of “Independent        Director”; and               (v)   any Material Adverse Effect.         (e)   Compliance with Requirements of Law.  Finco shall duly satisfy all obligations  on its part to be fulfilled under or in connection with the Transferred Assets and the related  Receivables, will maintain in effect all material qualifications required under applicable                                          -95-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Requirements of Law in order to properly service the Transferred Assets and the related  Receivables and will comply in all material respects with all other applicable Requirements of  Law in connection with servicing the Transferred Assets and the related Receivables.         (f)   Maintenance of Records and Books.  Finco shall maintain and implement  administrative and operating procedures (including the ability to recreate records evidencing the  Receivables (and the Related Rights) in the event of the destruction of the originals thereof), and  keep and maintain all documents, books, computer records and other information, reasonably  necessary or advisable for the Collection of all the Transferred Assets.  Such documents, books  and computer records shall reflect all facts giving rise to the Receivables (and the Related  Rights), all payments and credits with respect thereto, and such documents, books and computer  records shall identify the Transferred Assets clearly and unambiguously to reflect that the  Transferred Assets are owned by the Administrative Agent (for the benefit of the Owners).   Finco will give the Administrative Agent and each Funding Agent prompt notice of any material  change in the administrative and operating procedures referred to in the previous sentence, to the  extent such change is likely to have a Material Adverse Effect.         (g)   Compliance with Credit and Collection Policies.  Finco will timely and fully (i)  perform and comply in all material respects with provisions, covenants and other promises  required to be observed by it under the Credit Agreements related to the Transferred  Receivables, and (ii) comply in all material respects with the Credit and Collection Policies in  regard to the Transferred Receivables and the related Credit Agreements.         (h)   Ownership.  Finco will take all necessary action to (i) vest legal and equitable title  to the Transferred Receivables, Related Rights and Collections on the related Transferred  Receivables irrevocably in the Administrative Agent (for the benefit of the Owners), free and  clear of any Liens (including, without limitation, the filing of all financing statements or other  similar instruments or documents necessary under the UCC (or any comparable law) of all  appropriate jurisdictions to perfect the Administrative Agent’s (for the benefit of the Owners)  interest in such Transferred Receivables, Related Rights and Collections on the related  Transferred Receivables and such other action to perfect, protect or more fully evidence the  interest of the Administrative Agent (for the benefit of the Owners) therein as the Administrative  Agent or the Funding Agents may reasonably request, and (ii) cooperate (as the Funding Agents  or the Administrative Agent may reasonably request) in the establishment and maintenance, in  favor of the Administrative Agent, of a valid and perfected first priority perfected security  interest in the Transferred Assets to the full extent contemplated herein, free and clear of any  Liens (including, without limitation, the filing of all financing statements or other similar  instruments or documents necessary under the UCC (or any comparable law) of all appropriate  jurisdictions to perfect the Administrative Agent’s security interest in the Transferred Assets and  such other action to perfect, protect or more fully evidence the interest of the Administrative  Agent as the Administrative Agent may reasonably request).                                           -96-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (i)   Collections.  The Servicer shall instruct all Obligors on the Transferred  Receivables to remit all payments with respect to the Transferred Assets directly to the Servicer  or to an account designated by the Servicer.  The Servicer shall cause Collections on the  Transferred Receivables and other amounts on deposit in the Servicer’s accounts to be remitted  to the Collection Account to the extent provided under this Agreement.  The Servicer will not  instruct any Obligor to make payments in respect of the Receivables or the other Transferred  Assets to any Person, address or location other than to the Servicer, or to any account other than  the account or accounts designated by the Servicer.  The Servicer shall not make any change in  its instructions to Obligors regarding payments to be made to it (other than changes with respect  to the mailing addresses for remittances) unless the Funding Agents shall have received, at least  ten (10) Combined Business Days before the proposed effective date therefore, written notice of  such change.         (j)   Protection of Owners’ Rights.  Finco shall take no action, nor omit to take any  action, which could reasonably be expected to materially impair the rights of the Owners in the  Transferred Receivables or materially adversely affect the collectability of the Transferred  Assets.         (k)   Assurant Event.  Finco shall provide prompt written notice to the Administrative  Agent, each Funding Agent and each Owner of the occurrence of any Assurant Event, event of  default or material breach under any Assurant Agreement, or any other event under any Assurant  Agreement that could reasonably be expected to have an Adverse Effect on any  Owner.[Reserved].         (l)   Jump Contracts.  Finco agrees not to take any action with respect to the Jump  Contracts, Jump Contract Features or Eligible Jump Receivables that could reasonably be  expected to have a Material Adverse Effect without the prior written consent of the Required  Owners.         (m)   Taxes.  Finco will file all material tax returns and reports required by law to be  filed by it (including proper extensions) and will promptly pay all material taxes and  governmental charges at any time owing by it, except any such taxes which are not yet  delinquent or are being contested in good faith by appropriate proceedings and for which  adequate reserves have been established on its books and records in accordance with GAAP.         (n)   Separate Existence.  Finco will take all reasonable steps (including, without  limitation, all steps necessary or that the Administrative Agent may from time to time reasonably  request) to maintain the Transferor’s identity as a separate legal entity from it and to make it  manifest to third parties that the Transferor is an entity with assets and liabilities distinct from  those of it and each of its other Affiliates.  Without limiting the generality of the foregoing,  Finco shall:                                           -97-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               (i)   cause the board of directors or managers of the Transferor to at all times        have at least one (1) member of which is an Independent Director;               (ii)  cause the Transferor to conduct its affairs strictly in accordance with its        limited liability company agreement and to observe all necessary, appropriate and        customary company formalities as a distinct entity, and ensure that all company actions        relating to (A) the selection, maintenance or replacement of any Independent Director,        (B) its dissolution or liquidation or (C) the initiation of, participation in, acquiescence in        or consent to any bankruptcy, insolvency, reorganization or similar proceeding of it are        duly authorized by unanimous vote of its board of directors or managers (including the        Independent Directors);               (iii) maintain its books and records separate from those of the Transferor and        maintain records of all intercompany debits and credits and transfers of funds made by it        on the Transferor’s behalf;               (iv)  except as otherwise contemplated under this Agreement or the other        Related Documents, prevent the commingling of its funds or other assets with those of        the Transferor, and not maintain bank accounts or other depository accounts to which the        Transferor is an account party, into which the Transferor makes deposits or from which        the Transferor has the power to make withdrawals except as otherwise contemplated        hereunder or under the other Related Documents with respect to the Servicer’s        administration of Collections on the Receivables;               (v)   not enter into or permit to exist any transaction (including, without        limitation, the purchase, sale, lease or exchange of any property or the rendering of any        service) with the Transferor which is on terms that are less favorable to it than those that        might be obtained in an arm’s length transaction at the time from Persons who are not        Affiliates and which is not evidenced by or pursuant to a written agreement;               (vi)  not pay the operating expenses and liabilities of the Transferor;                (vii) conduct its business separate and distinct from the offices of, or any space        occupied by, the Transferor and allocate fairly with the Transferor any overhead, if        relevant, for shared office space or business facilities or equipment;               (viii) conduct its business and act solely in its own name, through its own        officials or representatives where relevant, and not hold the Transferor out as a “division”        or “part” of it (although litigation may be filed with respect to the Collections on the        Receivables in the name of the Servicer);               (ix)  have business forms separate from that of the Transferor;                                           -98-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               (x)   cause any financial statements consolidated with those of the Transferor to        state that the Transferor’s business consists of the purchase of Receivables from it and        that the Transferor is a separate legal entity with its own separate creditors who, in any        liquidation of the Transferor, will be entitled to be satisfied out of the Transferor’s assets        prior to any value in the Transferor becoming available to the Transferor’s equity        holders; and                (xi)  take all other actions reasonably necessary on its part to operate its        business and perform its obligations under this Agreement and the Sale Agreement in a        manner consistent with the factual assumptions described in the legal opinions with        respect to non-consolidation and true sale matters of Greenberg Traurig,Mayer Brown        LLP delivered to the Administrative Agent and the Funding Agents pursuant to this        Agreement and the Related Documents on the 20182020 Amendment Closing Date, as        applicable, to the extent applicable to it.         (o)   Further Assurances.  Subject to Section 3.7(b), Finco shall furnish the  Administrative Agent and any Funding Agent from time to time such statements and schedules  further identifying and describing the Transferred Assets and such other reports or other  information reasonably related to this Agreement, the Sale Agreement and the Related  Documents in connection with the Transferred Assets as the Administrative Agent or such  Funding Agent may reasonably request, all in reasonable detail.         (p)   Independent Accountants’ Reports and Servicing Reviews.  In the event that any  report, compliance statement or attestation, including the reports of the independent accountants,  prepared pursuant to this Agreement discloses or identifies any material weakness, deficiency or  other adverse occurrence relating to the performance of the Servicer’s or the Transferor’s  obligations pursuant to this Agreement or the Related Documents, then the Servicer shall, and  shall cause the Transferor to, use commercially reasonable efforts as promptly as reasonably  possible to remedy, cure or correct the issues giving rise to such disclosure.         (q)   No Liens.  Except for the conveyances under this Agreement or the Related  Documents, Finco will not sell, pledge, assign or transfer to any other Person, or grant, create,  incur, assume or suffer to exist any Lien on, any Transferred Receivable, the Related Rights or  Collections on such Transferred Receivable, whether now existing or hereafter created, or any  interest therein, and Finco shall defend the right, title and interest of the Transferor and the  Administrative Agent (for the benefit of the Owners) in, to and under the Transferred  Receivable, the Related Rights and the Collections on such Transferred Receivables, whether  now existing or hereafter created, against all claims of third parties claiming through or under  Finco or its assigns.         (r)   Name Change, Offices and Records.  Finco will not make any change to its name  (within the meaning of Section 9-507 of any applicable enactment of the UCC), type or  jurisdiction of organization or location of its books and records unless, at least thirty (30) days                                         -99-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   prior to the effective date of any such name change, change in type or jurisdiction of  organization, or change in location of its books and records Finco notifies the Administrative  Agent thereof and (except with respect to a change of location of books and records) delivers to  the Administrative Agent (i) such financing statements (Forms UCC-1 and UCC-3) which the  Administrative Agent may reasonably request to reflect such name change, or change in type or  jurisdiction of organization, (ii) if the Administrative Agent shall so request, an opinion of  counsel, in form and substance reasonably satisfactory to such Person, as to the perfection and  priority of the Owners’ ownership interest in, and the Administrative Agent’s security interest in  the Transferred Receivable, Related Rights and Collections on the Transferred Receivable and  (iii) such other documents, agreements and instruments that the Administrative Agent may  reasonably request in connection therewith.         (s)   Third Party Reviews; Reports.  (i) If an Amortization Event, Potential  Amortization Event, Termination Event, Potential Termination Event, Servicer Default or  Potential Servicer Default is not continuing, then once per year (A) on or prior to July 31 of each  calendar year (or, with respect to the first such report delivered hereunder, on or prior to August  31, 2016), or (B) on or prior to such other date as the Administrative Agent, each Funding Agent  and the Transferor may mutually agree, or (ii) if an Amortization Event, Potential Amortization  Event, Termination Event, Potential Termination Event, Servicer Default or Potential Servicer  Default has occurred and is continuing, then at such frequency and on such dates as the  Administrative Agent may request, but not more frequently than once per calendar quarter, the  Administrative Agent and each Funding Agent shall receive a written report delivered by an  independent accounting firm reasonably acceptable to the Administrative Agent and each  Funding Agent addressing such procedures and scope identified on Annex B hereto, or otherwise  addressing such additional procedures and scope reasonably requested by the Administrative  Agent and the Funding Agents from time to time and consented to by the Transferor (which  consent shall not be unreasonably withheld).  The procedures performed and written report  prepared with respect thereto shall be at the expense of the Servicer and shall be in form and  substance satisfactory to the Administrative Agent and each Funding Agent.         (t)   Modifications to Credit and Collection Policies.  (i) Finco shall provide prompt  written notice to the Administrative Agent and each Funding Agent in connection with any  material change in, or any material amendment to, the Credit and Collection Policies.  Except for  changes mandated by Requirements of Law, Finco will not, without the prior written consent of  the Required Owners (as provided in the following sentence), make any proposed change or  amendment to the Credit and Collection Policies that would be reasonably likely to materially  adversely affect the collectability of the Transferred Receivables (or any Related Rights), or  materially decrease the credit quality of any new Transferred Receivables (in each case, taken as  a whole).  If consent of the Required Owners is required pursuant to the immediately preceding  sentence, then Finco will furnish or cause to be furnished to the Administrative Agent and each  Funding Agent at least ten (10) days prior to the effectiveness of any material change in or  material amendment to the Credit and Collection Policies, a copy of the Credit and Collection                                         -100-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Policies then in effect, a notice indicating such change or amendment, and a request for consent  thereto.               (ii)  So long as this Agreement remains in effect, Finco shall keep accurate and  complete records describing each amendment or other change to (A) the Credit and Collection  Policies implemented and adopted from time to time, whether or not material and whether or not  consented to by the Required Owners pursuant to the terms of this Agreement or (B) the system  used by Finco or TMUS (as the case may be) to monitor and/or score the creditworthiness of the  Obligors (the “Credit and Collection Policies Log”).  On or before April 30 of each year,  beginning in 2016, Finco agrees to provide to Helaba a copy of the Credit and Collection  Policies Log for the twelve months ended the immediately preceding December 31.  In  connection with their receipt of the Credit and Collection Policies Log, Helaba: (a) agrees to be  bound by the same terms and conditions relating to receipt of information and confidentiality set  forth in this Agreement, and (b) may reasonably request additional information from Finco  reasonably required to analyze, evaluate or interpret any entries relating to the Credit and  Collection Policies Log; provided, that such information shall not include any Subscriber  Information (as such term is defined in Annex C hereto).         (u)   Extension or Amendment of Receivables.  Subject to compliance with all  Requirements of Law, Finco, may, in accordance with the Credit and Collection Policies, extend  the maturity, adjust the Principal Balance or otherwise modify the payment terms of any  Transferred Receivable as it deems appropriate; provided, that such extension, adjustment or  modification shall not (i) modify or alter the status of any Transferred Receivable as a Defaulted  Receivable or a Delinquent Receivable, (ii) after giving effect to any such adjustment or  modification cause an Adverse Effect or (iii) after giving effect to any such adjustment or  modification cause an Asset Base Deficiency to exist.         (v)   Limitation on Transactions with the Transferor.  Finco will not enter into, or be a  party to any transaction with the Transferor, except for (i) the transactions contemplated by this  Agreement and the other Related Documents; (ii) capital contributions by Finco to the Transferor  which are in compliance with this Agreement and the other Related Documents; and (iii) to the  extent not otherwise prohibited under this Agreement or the other Related Documents, other  transactions in the nature of employment contracts and directors’ fees, upon fair and reasonable  terms materially no less favorable to the Transferor than would be obtained in a comparable  arm’s-length transaction with a Person not an Affiliate.          (w)   Accounting.  Except for treatment with respect to tax reporting and treatment of  transactions under this Agreement (which will not affect the legal true sale of the Transferred  Receivables and Related Rights), Finco will not, and will not permit any Affiliate to, account for  or treat (whether in financial statements or otherwise) the transactions contemplated by the Sale  Agreement and this Agreement, as applicable, in any manner other than the sales and  contributions of the Transferred Assets by Finco to the Transferor, and the transfers of the  Transferred Assets by the Transferor to the Administrative Agent (for the benefit of the Owners),                                        -101-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   or in any other respect account for or treat the transactions contemplated hereby in any manner  other than as sales of such Transferred Assets to the Transferor and transfers of such Transferred  Assets to the Administrative Agent (for the benefit of the Owners).          (x)   Receivables Schedules.  It shall deliver to the Administrative Agent the initial  Receivables Schedule delivered to the Administrative Agent and Funding Agents on the Original  Closing Date and each updated or supplemented Receivables Schedule and Daily Receivables  File delivered to the Administrative Agent pursuant to this Agreement or the Sale Agreement on  each Determination Date or Addition Date, as applicable (which delivery may occur in electronic  format).         (y)   Maintain Existence.  Finco will preserve and maintain its existence, rights,  franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified  in good standing as a corporation in each jurisdiction where its business is conducted, and will  maintain all requisite authority to conduct its business in each jurisdiction in which its business  requires such authority.         (z)   Fulfillment of Obligations.  Finco will (i) duly observe and perform, or cause to  be observed or performed, all material obligations and undertakings on its part to be observed  and performed under this Agreement, the Related Documents and the Receivables, (ii) subject to  the terms hereof and the Credit and Collection Policies, duly observe and perform all material  provisions, covenants and other promises required to be observed by it under the Receivables,  (iii) do nothing to materially impair the rights, title and interest of the Owners in and to the  Transferred Assets and (iv) pay when due (or contest in good faith) any material taxes, including  without limitation any sales tax, excise tax or other similar tax or charge, payable by Finco in  connection with the Receivables and their creation and satisfaction.         (aa)  Total Systems Failure.  Finco shall promptly notify the Administrative Agent and  each Funding Agent of any total failure of any systems necessary for the performance of its  servicing obligations under this Agreement or the other Related Documents (a “total systems  failure”) and shall advise the Administrative Agent and each Funding Agent of the estimated  time required to remedy such total systems failure and of the estimated date on which a Monthly  Report can be delivered.  Until a total systems failure is remedied, Finco shall (i) furnish to the  Administrative Agent and each Funding Agent such periodic status reports and other information  relating to such total systems failure as the Administrative Agent and any Funding Agent may  reasonably request and (ii) promptly notify the Administrative Agent and each Funding Agent if  Finco believes that such total systems failure cannot be remedied by the estimated date, which  notice shall include a description of the circumstances which gave rise to such delay, the action  proposed to be taken in response thereto, and a revised estimate of the date on which the  Monthly Report can be delivered.  Finco shall promptly notify the Administrative Agent and  each Funding Agent when a total systems failure has been remedied.                                          -102-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (bb)  Insurance.  Finco shall keep insured by financially sound and reputable insurers  all property of a character usually insured by companies engaged in the same or similar business  similarly situated against loss or damage of the kinds and in the amounts customarily insured  against by such companies, and carry such other insurance as is usually carried by such  companies.         (cc)  Modification of Systems.  Finco agrees, promptly after the replacement or any  material modification of any computer system, automation system or other operating system (in  respect of hardware or software) used to perform its material services as servicer or to make any  calculations or reports hereunder, to give notice of any such replacement or modification to the  Administrative Agent and each Funding Agent.         (dd)  Monthly Report.  In addition to the information required to be included in each  Monthly Report pursuant to Section 6.12, Finco shall include in each Monthly Report such other  information or calculations relating to the Transferred Assets owned by the Administrative Agent  (for the benefit of the Owners) on an aggregate basis as the Administrative Agent may  reasonably request.         (ee)  Assurant Agreements.  Finco agrees that it shall obtain the direction of the  Administrative Agent acting at the direction of the Required Owners in connection with any  exercise of its rights and remedies or the approval of any amendment, modification or waiver of  any provision of the Assurant Agreement which could reasonably be expected to have an  Adverse Effect; provided, that Finco agrees to notify the Administrative Agent of any  amendments, modifications or waivers to the Assurant Agreement whether or not direction or  consent is required.[Reserved].         (ff)  Keeping of Records and Books of Account.  The Servicer will maintain and  implement administrative and operating procedures (including, without limitation, an ability to  recreate records evidencing Transferred Receivables in the event of the destruction of the  originals thereof), and keep safely for the benefit of the Owners all Records, and keep and  maintain, or obtain, as and when required, all documents, books, records and other information  reasonably necessary or advisable for the identification and collection of all Transferred  Receivables (including, without limitation, records adequate to permit the identification of all  Collections in respect of and adjustments to each existing Transferred Receivable).         (gg)  Customer List.  The Servicer shall at all times maintain a current list (which may  be stored on magnetic tapes or disks) of all Obligors under Credit Agreements related to  Transferred Receivables, including the name, address, telephone number and account number of  each such Obligor.         (hh)  Compliance Certificate.  The Servicer shall furnish to the Administrative Agent  and each Funding Agent a compliance certificate in substantially the form of Exhibit I hereto in  accordance with the requirements of Section 6.14 stating, among other things, that no                                         -103-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Amortization Event, Potential Amortization Event, Termination Event, Potential Termination  Event, Servicer Default or Potential Servicer Default exists, or if any such event exists, stating  the nature and status thereof.         (ii)  [Reserved].         (jj)  CRREU Securitisation Compliance.               (i)   From the 20162020 Amendment Closing Date, Finco, 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 405 (1) sub-paragraph (a)6 of Regulation (EU) No. 575/2013 (the “CRR”)        and the technical standards relating thereto in full force and effect as of the date of this        Agreement2017/2402 (the “EU Securitisation Regulation”), as in effect and applicable on        the 2020 Amendment Closing Date.  Finco shall not, and shall not permit any Affiliate, to        enter into any credit risk mitigation, short positions or any other hedge with respect toor        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 CRREU        Securitisation Rules. As of the 2020 Amendment Closing Date, Finco 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.  Finco 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, Finco shall confirm whether Finco is in compliance with Section 3.7(jj)(i),        which confirmation shall be deemed satisfied by delivery of each Monthly Report.               (iii) Finco shall cooperate with Helaba and BNP Paribas, as applicable,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 for Helaba or BNP Paribas, as applicable,such Funding Agent (on behalf of its        related Owners) to conduct its due diligence required under the CRR so that Helaba or        BNP Paribas, as applicable,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        Helaba or BNP Paribas, as applicable,) that Helaba or BNP Paribas, as applicable,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 CRRApplicable EU Securitisation Regulation Due Diligence        Requirements with respect to the transactions contemplated by the Related Documents;        provided that any information provided by Finco, (i) is subject to the confidentiality                                        -104-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         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 Finco in writing (in its sole and absolute        discretion), to the extent that any Funding Agent (on behalf of its related Owners)        requests asset-level data or aggregated asset-level data relating to a Receivable, Finco        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 Finco        was not required to provide pursuant to this Section 3.7(jj)(iii) before it was amended by        the Second Amendment, Finco 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 Finco is bound under this        Agreement or any applicable law which restrict or prohibit Finco 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        Finco, 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        Finco 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 Finco result in a Potential Termination Event, a Termination        Event, a Potential Amortization Event or an Amortization Event.         Section 3.8 Covenants of the Guarantor.  The Guarantor covenants and agrees through  the Termination Date, that:         (a)   Compliance with Covenants.  It will perform and observe for the benefit of the  Owners each of the covenants and agreements required to be performed or observed by it in the  Related Documents to which it is a party and the Performance Guaranty.         (b)   Financial Reporting.  It shall furnish to the Administrative Agent and each  Funding Agent, as soon as practicable after the issuance, sending or filing thereof, but in no  event any later than 30 days after sending copies of all proxy statements, financial statements,  reports and other communications which TMUS sends to its security holders generally, and if  TMUS is required to file reports with the Securities and Exchange Commission pursuant to the  Exchange Act, copies of all regular, periodic and special reports which TMUS files with the  Securities and Exchange Commission or with any securities exchange on Form 10-K, 10-Q, 8-K  or any successor form thereto; provided, that the requirements of this paragraph may be satisfied                                        -105-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   by the timely filing of any such report with the Securities and Exchange Commission if such  report is available via EDGAR or TMUS’s website.         (c)   Reporting.  TMUS will maintain a system of accounting established and  administered in accordance with GAAP, and furnish or cause to be furnished to the  Administrative Agent and each Funding Agent:               (i)   within 120 days after the close of each of its fiscal years, audited financial        statements (which shall include balance sheets, statements of income and retained        earnings and a statement of cash flows) of TMUS and its consolidated subsidiaries for        such fiscal year, and copies of all reports and management letters, if any, from the        independent certified public accountants to TMUS, all certified by the chief financial        officer of TMUS; provided, that the requirements of this clause (i) may be satisfied by the        timely filing of any such report with the Securities and Exchange Commission if such        report is available via EDGAR or TMUS’s website;               (ii)  within 60 days after the close of the first three (3) quarterly periods of        each of its respective fiscal years, balance sheets of TMUS and its consolidated        subsidiaries, as at the close of each such period and statements of income and retained        earnings and a statement of cash flows for TMUS for the period from the beginning of        such fiscal year to the end of such quarter, all certified by the chief financial officer of        TMUS; provided, that the requirements of this clause (ii) may be satisfied by the timely        filing of any such report with the Securities and Exchange Commission if such report is        available via EDGAR or TMUS’s website; and               (iii) promptly, from time to time, such other information, documents, records        or reports relating to the condition or operations, financial or otherwise, of TMUS as any        Funding Agent may from time to time reasonably request; provided, that (x) prior to the        occurrence and continuation of an Amortization Event, Servicer Default or Termination        Event, such information provided to the Administrative Agent and the Funding Agents        shall be limited to the T-Mobile Information, and (y) following the occurrence or, to the        extent required, declaration, of an Amortization Event, Servicer Default or Termination        Event, the Administrative Agent and each Funding Agent shall receive any information        with respect to the Receivables that it in good faith believes is reasonably necessary for        the Administrative Agent and the Funding Agents to evaluate and/or enforce their rights        and remedies under this Agreement, the Sale Agreement and Related Documents with        respect to such Transferred Receivables.         (d)   Notices.  It will notify each Funding Agent in writing of any of the following  promptly upon learning of the occurrence thereof, describing the same and, if applicable, such  written notice shall be accompanied by a statement of the chief financial officer or chief  accounting officer of the Guarantor describing the steps, if any, being taken with respect thereto:                                         -106-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               (i)   any Asset Base Deficiency, Amortization Event, Potential Amortization        Event, Termination Event, Potential Termination Event, Servicer Default or Potential        Servicer Default, but in any event within five (5) days;               (ii)  the institution of any litigation, investigation, arbitration proceeding or        governmental proceeding against the Guarantor or any of its subsidiaries which,        individually or in the aggregate, could reasonably be expected to have a Material Adverse        Effect, or the entry of any judgment or decree against the Guarantor or any of its        subsidiaries which, individually or in the aggregate, could reasonably be expected to have        a Material Adverse Effect, and in any event within ten (10) Business Days; and               (iii) any material adverse change in the business, operations or financial        condition of the Guarantor which reasonably could have a material adverse effect on the        ability of the Guarantor to perform its obligations under this Agreement, the Related        Documents or the Performance Guaranty.         (e)   Maintain Existence.  It will preserve and maintain its existence, rights, franchises  and privileges in the jurisdiction of its formation, and qualify and remain qualified in good  standing as a corporation in each jurisdiction where its business is conducted and which requires  such qualification, and will maintain all requisite authority to conduct its business in each  jurisdiction in which its business requires such authority, except where the failure to so comply  would not reasonably be expected to have a Material Adverse Effect.         (f)   Compliance with Requirements of Law.  It shall duly satisfy all obligations on its  part to be fulfilled under or in connection with the Related Documents and the Performance  Guaranty, will maintain in effect all material qualifications required under applicable  Requirements of Law in order to conduct its business and will comply in all material respects  with all other applicable Requirements of Law in connection with the Related Documents and  the Performance Guaranty.         (g)   Fulfillment of Obligations.  It will duly observe and perform, or cause to be  observed or performed, all material obligations and undertakings on its part to be observed and  performed under this Agreement, the Related Documents and the Performance Guaranty, and  will do nothing to materially impair the rights, title and interest of the Administrative Agent, any  Funding Agent or any Owner in and to the Transferred Assets.         (h)   ERISA Events.  The Guarantor shall give the Administrative Agent and each  Funding Agent a written notice promptly, but in no event later than ten (10) Business Days,  following the date that any member of the ERISA Group (i) gives or is required to give notice to  the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any  Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or  knows that the plan administrator of any Plan has given or is required to give notice of any such  reportable event, a copy of the notice of such reportable event given or required to be given to                                         -107-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of  ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA  of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice.         (i)   German Value-Added Tax.  The Guarantor shall pay on demand to each Helaba  Owner any and all amounts necessary to indemnify such Helaba Owner from and against any  and all Indemnified Amounts relating to or resulting from any value added tax plus any interest  and other ancillary Tax charges (A) applicable to the payment of the Servicing Fee, the supply of  the services rendered by the Servicer or in connection with the sale and collection of the  Transferred Receivables and the Related Rights pursuant to this Agreement or (B) arising as a  result of a breach by the Transferor, the Servicer, the Guarantor or any of their Affiliates of  Section 3.9(j) (German Value-Added Tax) (less any respective value added tax credits or  deductions as are obtained by or credited any of the Helaba Owners, which credits or deductions  shall be taken into account following the final and unchangeable determination thereof by the  German tax authorities; whereby such Helaba Owner shall take reasonable steps to receive  eligible value added tax credits or deductions by filing respective returns).         Section 3.9 Additional Covenants of the Transferor, the Servicer and the Guarantor.   Each of the Transferor, the Servicer and the Guarantor severally covenants and agrees, in each  case as to itself individually or in such respective capacities, each with respect to itself only,  unless otherwise consented to or waived in accordance with the provisions of Section 9.2, that:         (a)   Ratings of Commercial Paper.  To the extent that any rating provided with respect  to a Conduit Purchaser’s Commercial Paper by any Conduit Purchaser Rating Agency is  conditional upon the furnishing of documents or the taking of any other action by the Transferor,  the Servicer or the Guarantor, then such party, as applicable, shall take all reasonable actions to  furnish such documents and take any such other action.         (b)   Information from the Transferor, the Servicer and the Guarantor.  Prior to the  Termination Date, each of the Transferor, the Servicer and the Guarantor will furnish to the  Administrative Agent and each Funding Agent:               (i)   a copy of each material certificate, opinion, report, statement, notice or        other communication (other than investment instructions) furnished by or on behalf of        such party under this Agreement, the Sale Agreement or the Related Documents, and        promptly after receipt thereof, a copy of each notice, demand or other communication        received by or on behalf of such party under this Agreement, the Sale Agreement or the        Related Documents and applicable to the transactions contemplated by this Agreement,        the Sale Agreement or the Related Documents, as applicable; and               (ii)  such other information (including non-financial information), documents,        records or reports reasonably related to this Agreement or the Related Documents or the        transactions contemplated thereby and respecting the Receivables, the Transferor, Finco,                                         -108-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         the Guarantor and the Servicer, as the Administrative Agent, any Conduit Purchaser or        any Funding Agent may from time to time reasonably request; provided, that (x) prior to        the occurrence and continuation of an Amortization Event, Servicer Default or        Termination Event, such information provided to the Administrative Agent and the        Funding Agents shall be limited to the T-Mobile Information, and (y) following the        occurrence or, to the extent required, declaration, of an Amortization Event, Servicer        Default or Termination Event, the Administrative Agent and each Funding Agent shall        receive any information with respect to the Receivables that it in good faith believes is        reasonably necessary for the Administrative Agent and the Funding Agents to evaluate        and/or enforce their rights and remedies under this Agreement and the other Related        Documents with respect to such Transferred Receivables.         (c)   Amendments.  Neither the Transferor nor the Servicer will make, or permit any  Person to make, any amendment, modification or change to, or provide any waiver under the  Related Documents, or waive the occurrence of any breach of any representation, warranty or  covenant under the Related Documents, without, in each case, the prior written consent of the  Required Owners (except as otherwise permitted under Section 9.2).         (d)   Prohibition on Indebtedness.  Except as permitted by this Agreement or the Sale  Agreement, the Transferor agrees that during the term of this Agreement, it shall not incur any  indebtedness, or assume or guarantee indebtedness of any other entity, without the consent of  Funding Agents representing Ownership Groups having in the aggregate at such time Ownership  Group Percentages equal to 100%.         (e)   Mutual Obligations.  On and after the Original Closing Date, the Transferor and  Servicer will do, execute and perform all such other acts, deeds and documents as the other  parties hereto may from time to time reasonably require in order to carry out the intent of this  Agreement.         (f)   Notice of Liens; Documentation of Transfer.  The Transferor and the Servicer  each agree that it will notify the Administrative Agent and each Funding Agent within ten (10)  Business Days of any event that would cause Finco, the Transferor, the Servicer or the  Administrative Agent to be required to file financing statements, continuation statements or  amendments thereto under the UCC pursuant to the Sale Agreement or this Agreement or  otherwise as would be necessary to perfect and maintain the security interest (and its priority) in  and to the Transferred Assets contemplated by this Agreement and the other Related Documents.         (g)   Delegation of Duties.  Except as permitted herein, the Servicer agrees that it will  not delegate any of its duties hereunder without the prior written consent of the Required  Owners.         (h)   Anti-Corruption Laws and Sanctions.                                         -109-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               (i)   The Servicer will maintain in effect and enforce policies and procedures        designed to ensure compliance by the Servicer and the Transferor, and each of their        respective Subsidiaries and their respective directors, officers, employees and agents,        with Anti-Corruption Laws and applicable U.S. Sanctions.               (ii)  The Transferor will not sell Receivables or make any Incremental        Fundings, and neither of the Servicer nor the Transferor shall procure for its Subsidiaries,        and its or their respective directors, officers, employees and agents shall not use, the        proceeds of any sale of Receivables hereunder (A) in furtherance of an offer, payment,        promise to pay, or authorization of the payment or giving of money, or anything else of        value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of        funding, financing or facilitating any activities, business or transaction of or with any        Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result        in the violation of any Sanctions applicable to any party hereto.         (i)   Competing Arrangements.  Each of Finco and the Transferor represents and  warrants that none of TMUS, TMUSA, Finco or the Transferor has entered into any  securitization arrangement involving receivables (including transactions similar to the  transactions under this Agreement or the airtime service securitization facility initially entered  into by Finco’s Affiliates on March 3, 2014) (“Comparable Transactions”) prior to the date  hereof, except as disclosed in the periodic or special reports which the Guarantor files with the  Securities and Exchange Commission pursuant to the Exchange Act.  Each of Finco and the  Transferor agrees to promptly provide to the Administrative Agent a copy of the relevant  portions of the transaction documents for any Additional Rights (as defined below) contained in  any Comparable Transactions into which TMUS, TMUSA, Finco or the Transferor may enter  from time to time following the date of this Agreement, and the delivery to the Administrative  Agent of such copy shall constitute the granting of Additional Rights (as defined below) created  by such Comparable Transactions as required by the next sentence.  The Owners shall be entitled  to receive the same rights granted in any Comparable Transaction to the extent that any such  Comparable Transaction provides for terms that are more favorable than the terms of this  Agreement in effect at such time, relating to the definition of or calculation of, or any trigger,  amortization event, termination event or event of default, relating to the (i) Consolidated Equity  Ratio (or any component thereof) or (ii) Consolidated Leverage Ratio (or any component  thereof) (collectively, the “Additional Rights”).  The Transferor and Finco agree that any  granting of Additional Rights to the Owners pursuant to this Section 3.9(i) shall be incorporated  into this Agreement and the Transferor and Finco shall take such actions as are necessary to  cause the Additional Rights to be applicable to the Owners.         (j)   German Value-Added Tax.  None of the Transferor, the Servicer, the Guarantor  or any of their respective Affiliates shall exercise any option (if any) available to it 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                                         -110-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Related Documents, provided that any party having such an option right shall be required to  exercise such option if the Helaba Funding Agent shall so request in writing.         Section 3.10 Merger or Consolidation of, or Assumption, of the Obligations of the  Guarantor, Finco or the Transferor.  (a)  The Transferor shall not consolidate or merge with any  other Person.         (b)   Any Person (i) into which the Guarantor or Finco may be merged or consolidated,  (ii) resulting from any merger or consolidation to which the Guarantor or Finco, as applicable,  shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets  of the Guarantor or Finco, as applicable, or (iv) succeeding to the business of the Guarantor or  Finco, as applicable, which Person shall execute an agreement of assumption to perform every  obligation of the Guarantor or Finco, as applicable, under this Agreement, shall be the successor  to the Guarantor or Finco, as applicable, under this Agreement without the execution or filing of  any paper or any further act on the part of any of the parties to this Agreement.  The Guarantor or  Finco, as applicable, shall provide notice of any merger, consolidation, succession, conveyance  or transfer pursuant to this Section 3.10(b) to each Funding Agent.           (c)   Notwithstanding the foregoing, Finco shall not consolidate with or merge into any  other Person or convey or transfer its properties and assets substantially as an entirety to any  Person, unless:               (i)   the Person formed by such consolidation or into which Finco is merged or        the Person which acquires by conveyance or transfer the properties and assets of Finco        substantially as an entirety shall be a Person organized and existing under the laws of the        United States of America or any State or the District of Columbia and, if Finco is not the        surviving Person, such Person shall assume, without the execution or filing of any paper        or any further act on the part of any of the parties hereto, the performance of every        covenant and obligation of Finco or the Transferor, as applicable, hereunder;               (ii)  immediately after giving effect to such transaction, no representation or        warranty made pursuant to Article III shall have been breached (for purposes hereof, such        representations and warranties shall speak as of the date of the consummation of such        transaction) and no Amortization Event, Potential Amortization Event, Termination        Event, Potential Termination Event, Servicer Default or Potential Servicer Default shall        have occurred; and                (iii) Finco has delivered to the Administrative Agent and each Funding Agent        an Officer’s Certificate stating that such consolidation, merger, conveyance or transfer        complies with this Section 3.10 and that all conditions precedent herein provided for        relating to such transaction have been complied with, and an Opinion of Counsel to the        effect that the agreement referred to in Section 3.10(b)(iv) above is the legal, valid and        binding obligation of such successor Person enforceable against such successor Person in                                         -111-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         accordance with its terms, except as such enforceability may be limited by applicable        bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting        creditors’ rights generally from time to time in effect and except as such enforceability        may be limited by general principles of equity (whether considered in a suit at law or in        equity).                                    ARTICLE IV.                              CONDITIONS PRECEDENT        Section 4.1 Conditions to 2018 Amendment Closing Date.  On or prior to the 2018  Amendment Closing Date, the Transferor shall deliver to the Funding Agents the following  documents and instruments, all of which shall be in form and substance reasonably acceptable to  the Administrative Agent (any or all of which may be waived by the Funding Agents in their sole  discretion, including to the extent such documents were provided to any such Funding Agent in  connection with the Original Agreement on the Original Closing Date or the Existing Agreement  on the 2016 Amendment Closing Date or the 2017 Amendment Closing Date):         (a)   Corporate Documents.  The Administrative Agent and each Funding Agent shall  have received copies, each of which shall be in form and substance satisfactory to the  Administrative Agent and each Funding Agent, of the (i) certificate of formation or certificate of  incorporation, limited liability company agreement or by-laws, and good standing certificate of  the Transferor, Finco, the Servicer and the Guarantor, as applicable, (ii) members’, managers’ or  Board of Directors’ resolutions, as applicable, of the Transferor, Finco, the Servicer and the  Guarantor with respect to the this Agreement and the Sale Agreement to which such Person is a  party, and (iii) incumbency certificate of the Transferor, Finco, the Servicer and the Guarantor, in  each case as certified by appropriate corporate authorities, if applicable.         (b)   Documents.  The Administrative Agent and the Funding Agents shall have  received on or before the 2018 Amendment Closing Date each of the items listed on Schedule IV  hereto, each (unless otherwise indicated) dated as of the Original Closing Date, the 2016  Amendment Closing Date, the 2017 Amendment Closing Date or the 2018 Amendment Closing  Date, as applicable, duly executed by the parties thereto and in form and substance reasonably  satisfactory to the Administrative Agent and the Funding Agents, including:               (i)   an executed copy of the Sale Agreement, including a complete schedule of        the Transferred Receivables (which may be on a compact disc (in a format acceptable to        the Administrative Agent) or such other medium as is acceptable to the Administrative        Agent);               (ii)  an executed copy of each of the Administrative Agent Fee Letter and the        Transaction Fee Letter (each as amended and restated as of the 2018 Amendment Closing        Date), together with payment to the Person(s) entitled thereto of any and all fees referred                                        -112-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         to therein payable on the 2018 Amendment Closing Date, including, without limitation,        the payment of all reasonable legal fees and expenses of counsel to the Administrative        Agent, the Funding Agents and the Owners;               (iii) an executed copy of the Control Agreement with respect to the Collection        Account;               (iv)  good standing certificates of each of Finco, the Transferor and the        Guarantor from the Secretary of State of the State of Delaware dated a date reasonably        near the 2018 Amendment Closing Date;               (v)   a Confirmation of Guaranty relating to the Performance Guaranty,        confirming continuing applicability of the Performance Guaranty in connection with the        execution of this Agreement, including the addition of the Starbird Owners as parties to        this Agreement;               (vi)  resolutions of the member, manager or board of directors, as applicable, of        each of Finco, the Transferor and the Guarantor in connection with the execution of this        Agreement; and               (vii) a Monthly Report, after giving effect to this Agreement and the        transactions contemplated in connection herewith on the 2018 Amendment Closing Date;         (c)   Performance by Finco, the Transferor and the Guarantor.  All of the terms,  covenants, agreements and conditions set forth this Agreement, the Sale Agreement, the Related  Documents and the Performance Guaranty to be complied with and performed by Finco, the  Transferor, the Servicer or the Guarantor, as the case may be, by the 2018 Amendment Closing  Date shall have been complied with or otherwise waived by the Administrative Agent and the  Funding Agents.         (d)   Representations and Warranties.  Each of the representations and warranties of  Finco, the Transferor, the Servicer or the Guarantor made in this Agreement, the Sale  Agreement, the Related Documents and the Performance Guaranty, as applicable, shall be true  and correct in all material respects as of the 2018 Amendment Closing Date as though made as  of such time (except to the extent that they expressly relate to an earlier or later time).         (e)   Officer’s Certificate.  The Administrative Agent and each Funding Agent shall  have received an Officer’s Certificate from the Servicer and the Transferor in form and substance  reasonably satisfactory to the Administrative Agent and each Funding Agent and their respective  counsel, dated as of the 2018 Amendment Closing Date, certifying as to the satisfaction of the  conditions set forth in Section 4.1(c) and Section 4.1(d).         (f)   Financing Statements; Search Reports.  The Administrative Agent and each  Funding Agent shall have received evidence satisfactory to it that financing statements, as may                                        -113-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of all  appropriate jurisdictions or any comparable law to perfect the transfers (including grants of  security interests) under the this Agreement and the Sale Agreement have been delivered and, if  appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts  required to be paid in connection therewith have been paid, including:               (i)   an acknowledgment copy of a proper financing statement (Form UCC-1)        for the State of Delaware, dated a date reasonably near to the Original Closing Date        naming the Transferor, as the transferor (debtor), with respect to the Transferred        Receivables and the Related Rights, and the Administrative Agent (for the benefit of the        Owners), as transferee (secured party);               (ii)  an acknowledgment copy of a proper financing statement (Form UCC-1)        for the State of Delaware, dated a date reasonably near to the Original Closing Date,        naming Finco, as the transferor (debtor), with respect to the Transferred Receivables and        the Related Rights, and the Transferor, as transferee (secured party), with an assignment        by the Transferor to the Administrative Agent (for the benefit of the Owners); and               (iii) certified copies of requests for information or copies of Form UCC-11 (or        a similar search report certified by parties acceptable to the Administrative Agent) dated        a date reasonably near the 2018 Amendment Closing Date listing all effective financing        statements which name (i) the Transferor (under its present name or any previous name)        as transferor or debtor and which are filed in the State of Delaware and (ii) Finco (under        its present name or any previous name) as transferor or debtor and which are filed in the        State of Delaware, in each case together with copies of such financing statements (none        of which shall cover any Transferred Receivables or Related Rights, other than any such        financing statement filed in connection with this Agreement);         (g)   Ratings.  The Administrative Agent and each Funding Agent shall have received  evidence that each Conduit Purchaser’s Commercial Paper will not be downgraded as a result of  entering into this transactions contemplated by this Agreement, including any funding to occur  hereunder on the 2018 Amendment Closing Date.         (h)   No Actions or Proceedings.  No action, suit, proceeding or investigation by or  before any Governmental Authority shall have been instituted to restrain or prohibit the  consummation of, or to invalidate, the transactions contemplated by this Agreement, the Sale  Agreement and the documents related thereto in any material respect.         (i)   Approvals and Consents.  All Governmental Actions of all Governmental  Authorities required with respect to the transactions contemplated by this Agreement, the Sale  Agreement, the Related Documents and the Performance Guaranty, as applicable, and the other  documents related thereto, shall have been obtained or made.                                         -114-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (j)   Asset Base.  The Administrative Agent and each Funding Agent shall have  received evidence that no Asset Base Deficiency exists.         (k)   Opinions of Counsel.  Counsel to each of the Transferor, Finco and the Guarantor  shall have delivered (i) to the Administrative Agent, each Funding Agent and their counsel, (x) a  favorable opinion, dated as of the 2018 Amendment Closing Date and reasonably satisfactory in  form and substance to the Administrative Agent, each Funding Agent and their counsel, with  respect to corporate matters, validity and enforceability of this Agreement, the Sale Agreement,  the Related Documents and the Performance Guaranty, no conflict of law and non-contravention  of charter documents and certain material agreements, in substantially the form of the corporate  and enforceability opinion delivered by counsel on the 2017 Amendment Closing Date, and  addressed to the Administrative Agent and each Funding Agent, (y) a favorable opinion, dated as  of the 2018 Amendment Closing Date and reasonably satisfactory in form and substance to the  Administrative Agent, each Funding Agent and their counsel, with respect to true sale matters,  substantive consolidation matters, Volcker Rule and Investment Company Act matters, in  substantially the form of the corresponding opinions delivered by counsel on the 2017  Amendment Closing Date, and addressed to the Administrative Agent and each Funding Agent.         (l)   Security Interest Opinion.  Counsel to the Transferor shall have delivered to the  Administrative Agent and each Funding Agent an opinion of counsel, dated as of the 2018  Amendment Closing Date, with respect to the creation and perfection of the security interest of  the Administrative Agent (for the benefit of the Owners) in the Transferred Receivables granted  pursuant to this Agreement under the Relevant UCC in substantially the form of the security  interest opinion delivered by counsel on the 2017 Amendment Closing Date.         (m)   Collection Account.  The Administrative Agent and each Funding Agent shall  have received evidence that the Collection Account has been established in accordance with the  terms of this Agreement.         (n)   No Amortization Events, Termination Events, etc.  No Amortization Event,  Potential Amortization Event, Termination Event, Potential Termination Event, Servicer Default,  or Potential Servicer Default shall have occurred and be continuing (in each case, before and  after giving effect to the purchase).         (o)   Other Documents.  The Administrative Agent and each Funding Agent shall have  received such additional documents, instruments, certificates or letters as the Administrative  Agent or such Funding Agent may reasonably request.         Section 4.2 Conditions to Incremental Funding.  Each Incremental Funding shall be  subject to satisfaction of the following applicable conditions precedent:         (a)   the Administrative Agent and each Funding Agent shall have timely received a  properly completed Funding Notice;                                         -115-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (b)   after giving effect to the initial transfer of the Transferred Assets on the Original  Closing Date or the transfer of Additional Receivables on such Addition Date, as applicable, all  representations and warranties of Finco, the Transferor, the Guarantor and the Servicer contained  in this Agreement, the Sale Agreement and the Performance Guaranty, as applicable, or  otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and  correct in all material respects with the same force and effect as though such representations and  warranties had been made on and as of such date (other than representations and warranties  which specifically relate to an earlier date, which shall be true and correct in all material respects  as of such earlier date);         (c)   Finco, the Transferor, the Guarantor and the Servicer shall be in compliance in all  material respects with all of their respective covenants contained in this Agreement, the Sale  Agreement, the Related Documents and the Performance Guaranty to be performed on or prior to  such date;         (d)   the Transferor or the Servicer shall have delivered to the Administrative Agent an  executed Daily Receivables File relating to the applicable Transferred Receivables and Related  Rights;         (e)   the Transferor and the Servicer shall have taken any actions necessary or  advisable to maintain the Administrative Agent’s perfected security interest in the Transferred  Assets (including in Additional Receivables) for the benefit of the Owners;         (f)   no Asset Base Deficiency, Amortization Event, Potential Amortization Event,  Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default  shall have occurred and be continuing (in each case, before and after giving effect to such  Incremental Funding);         (g)   immediately after giving effect to such Incremental Funding and the related  transfer of Additional Receivables, (i) the Aggregate Net Investment shall not exceed the  Purchase Limit and (ii) the aggregate of the Net Investments of the Owners in any Ownership  Group shall not exceed the Ownership Group Purchase Limit for such Ownership Group;         (h)   the Scheduled Expiry Date shall not have occurred;         (i)   with respect to a Conduit Purchaser, such Conduit Purchaser has agreed to  participate in such Incremental Funding;         (j)   the Administrative Agent and the Funding Agents shall have received a Monthly  Report, computed after giving effect to the Incremental Funding on such Funding Date;         (k)   no event has occurred and is continuing that would have a Material Adverse  Effect; and                                         -116-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (l)   the Servicer shall have delivered each Monthly Report, certificate or report  required to be delivered by it pursuant to this Agreement and the Sale Agreement.         Section 4.3 Conditions to Sales of Additional Receivables.               Each sale of Additional Receivables hereunder shall be subject to satisfaction of  the following applicable conditions precedent on the related Addition Date:         (a)   after giving effect to such sale, all representations and warranties of Finco, the  Transferor, the Guarantor and the Servicer contained in this Agreement, the Sale Agreement and  the Performance Guaranty, as applicable, or otherwise made in writing pursuant to any of the  provisions hereof or thereof shall be true and correct in all material respects with the same force  and effect as though such representations and warranties had been made on and as of such date  (other than representations and warranties which specifically relate to an earlier date, which shall  be true and correct in all material respects as of such earlier date);         (b)   Finco, the Transferor, the Guarantor and the Servicer shall be in compliance in all  material respects with all of their respective covenants contained in this Agreement, the Sale  Agreement, the Related Documents and the Performance Guaranty to be performed on or prior to  such date;         (c)   the Transferor or the Servicer shall have delivered to the Administrative Agent an  executed Daily Receivables File relating to the applicable Transferred Receivables and Related  Rights;         (d)   the Transferor and the Servicer shall have taken any actions necessary or  advisable to maintain the Administrative Agent’s perfected security interest in the Transferred  Assets (including in Additional Receivables) for the benefit of the Owners;         (e)   no Amortization Event, Termination Event, or Servicer Default shall have  occurred and be continuing;         (f)   the Scheduled Expiry Date shall not have occurred;         (g)   after giving effect to the proposed sale of Additional Receivables on the proposed  Addition Date, the Aggregate Advance Amount shall not exceed the product of (1) 125% and (2)  the Aggregate Net Investment as of such date;          (h)   no event has occurred and is continuing that would have a Material Adverse  Effect; and         (i)   the Servicer shall have delivered each Monthly Report, certificate or report  required to be delivered by it pursuant to this Agreement and the Sale Agreement.                                         -117-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               For the avoidance of doubt, notwithstanding the conditions specified in this  Section 4.3, there shall be no conditions for the transfer and sale of Replacement Receivables  from the Transferor to the Administrative Agent (for the benefit of the Owners) relating to and  following the exercise of Jump Contract Features.                                    ARTICLE V.                         OWNERSHIP GROUP PURCHASE LIMITS         Section 5.1. Ownership Group Purchase Limits.  On the 2018 Amendment Closing  Date, the Ownership Group Purchase Limit and Ownership Group Percentage of each of the  Ownership Groups consisting of the Gotham Owners, the Helaba Owners, the Old Line Owners  and the Starbird Owners shall be the applicable amount specified on Schedule I hereto.                                    ARTICLE VI.         PROTECTION OF THE OWNERS; ADMINISTRATION AND COLLECTIONS        Section 6.1 Maintenance of Information and Computer Records.  The Servicer will  hold in trust and keep safely for the Owners all evidence of the Administrative Agent’s right,  title and interest (for the benefit of the Owners) in and to the Records and the Transferred Assets.   The Transferor will, or will cause the Servicer to, place an appropriate code or notation in its  Records to indicate that the Administrative Agent (for the benefit of the applicable Owners)  owns the Transferred Receivables.         Section 6.2 Inspections.         (a)   Finco shall furnish to the Administrative Agent and each Funding Agent from  time to time such information with respect to it and the Transferred Assets as the Administrative  Agent or such Funding Agent may reasonably request.  Finco will, and will cause each of the  Servicer, the Transferor and Finco to, from time to time at Finco’s sole cost and expense, and  during regular business hours upon reasonable prior notice, permit each of the Administrative  Agent and the Funding Agents (or their respective agents or representatives), not more than one  (1) time per calendar year unless an Amortization Event, Termination Event, or Servicer Default  has occurred and is continuing, to visit and inspect any of its properties, to examine and make  abstracts from any of its books and records (including, without limitation, computer files and  records) in the possession or under the control of the Servicer, the Transferor relating to the  Transferred Assets and the related Transferred Receivables, Credit Agreements and Obligors,  subject to any applicable restrictions or limitations on access to any information that is classified  or restricted by contract or by law, regulation or governmental guidelines, and to discuss its  affairs, finances and accounts with its officers, directors, employees and independent public  accountants (such visit, inspection and examination, collectively, an “Inspection”); provided, that  (x) prior to the occurrence and continuation of an Amortization Event, Servicer Default or                                        -118-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Termination Event, such information provided to the Administrative Agent and the Funding  Agents shall be limited to (A) the T-Mobile Information and (B) information required under  Section 3.7(t)(ii), and (y) following the occurrence or, to the extent required, declaration, of an  Amortization Event, Servicer Default or Termination Event, the Administrative Agent and each  Funding Agent shall receive any information with respect to the Receivables that it in good faith  believes is reasonably necessary for the Administrative Agent and the Funding Agents to  evaluate and/or enforce their rights and remedies under this Agreement, the Sale Agreement and  Related Documents with respect to such Transferred Receivables.  From and after the occurrence  of an Amortization Event, Servicer Default or Termination Event, the Administrative Agent shall  be entitled to conduct an unlimited number of Inspections at the expense of Finco.  Nothing in  this Section 6.2(a) shall derogate from the obligation of the Administrative Agent or Finco to  observe any applicable Requirement of Law prohibiting disclosure of information regarding the  Obligors, and the failure of Finco to provide access as provided in this Section 6.2(a) as a result  of such obligation shall not constitute a breach of this Section 6.2(a).         (b)   Nothing in this Section 6.2 shall affect the obligation of the Transferor or the  Servicer to observe any applicable law prohibiting the disclosure of information regarding the  Obligors, and the failure of the Transferor or the Servicer to provide access to information as a  result of such obligation shall not constitute a breach of this Section 6.2.         Section 6.3 Maintenance of Writings and Records.  The Servicer will at all times until  completion of a Complete Servicing Transfer keep or cause to be kept at its chief executive  office or at an office of the Servicer designated in advance to the Administrative Agent (who, in  turn, will notify each Funding Agent of such designation), each writing or Record which  evidences, and which is reasonably necessary or desirable to establish or protect, including such  books of account and other Records as will enable the Administrative Agent or its designees to  determine at any time the status of, the interest of the Owners in each Transferred Receivable.         Section 6.4 Performance of Undertakings Under the Transferred Receivables.  The  Servicer will at all times observe and perform, or cause to be observed and performed, all  material obligations and undertakings to the Obligors arising in connection with each Transferred  Receivable or related Credit Agreement and will not take any action or cause any action to be  taken to materially impair the rights of the Administrative Agent, any Funding Agent or any  Owner.         Section 6.5 Administration and Collections.           (a)   General.  Finco agrees to act as the Servicer under this Agreement and the  Administrative Agent and the Owners hereby consent to Finco acting as Servicer.  The Servicer  shall take or cause to be taken all such actions as may be necessary or advisable to collect each  Transferred Receivable from time to time, all in accordance with Requirements of Law, with  reasonable care and diligence, and in accordance with the Credit and Collection Policies.  The  Transferor and the Administrative Agent hereby appoint the Servicer, from time to time                                        -119-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   designated pursuant to this Section 6.5 as agent for themselves to enforce their respective rights  and interests in the Transferred Receivables and Related Rights.  In performing its duties as  Servicer, the Servicer shall exercise the same care and apply the same policies as it would  exercise and apply if it owned such Transferred Receivables. The Servicer may delegate and/or  assign its servicing duties hereunder to an Affiliate of the Servicer for the servicing,  administration or collection of the Transferred Receivables.  Any such delegation or assignment  shall not affect the Servicer’s liability for performance of its duties and obligations pursuant to  the terms hereof.  The Servicer may delegate its servicing duties hereunder to any Person for the  servicing, administration or collection of the Transferred Receivables except for its Primary  Servicing Duties.  Any such delegation shall not affect the Servicer’s liability for performance of  its duties and obligations pursuant to the terms hereof.  If in any enforcement suit or legal  proceeding it shall be held that the Servicer may not enforce a Transferred Receivable on the  ground that it shall not be a real party in interest or a holder entitled to enforce such Transferred  Receivable, the Administrative Agent shall (at its option), at the Servicer’s expense either (i) take  steps to enforce such Transferred Receivable, including bringing suit in any of their names or the  name of the Owners or (ii) take such steps as are necessary to enable the Servicer to enforce such  Transferred Receivable.         (b)   Collection of Receivable Payments.  The Servicer shall service and administer the  Transferred Receivables and Related Rights, shall collect and deposit Collections on such  Transferred Receivables into the Collection Account and shall charge-off as uncollectible  Transferred Receivables, all in accordance with its customary and usual servicing procedures for  servicing receivables comparable to the Transferred Receivables and in accordance with the  Credit and Collection Policies and in the manner set forth in this Agreement. The Servicer shall  have full power and authority, acting alone or through any party properly designated by it  hereunder, to do any and all things in connection with such servicing and administration which it  may deem necessary or desirable.  Without limiting the generality of the foregoing and subject to  Section 6.7, the Servicer or its designee is hereby authorized and empowered, unless such power  is revoked by the Administrative Agent following the occurrence and continuance of a Servicer  Default pursuant to Section 6.7, (i) to make withdrawals and payments from the Collection  Account as set forth in this Agreement, (ii) to take any action required or permitted in this  Agreement, (iii) to execute and deliver, on behalf of the Administrative Agent, any and all  instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other  comparable instruments, with respect to the Transferred Receivables and Related Rights and,  after the delinquency of any Transferred Receivables and to the extent permitted under and in  compliance with applicable Requirements of Law, to commence collection proceedings with  respect to such Transferred Receivables and (iv) to make any filings, reports, notices,  applications and registrations with, and to seek any consents or authorizations from, the  Securities and Exchange Commission and any state securities authority on behalf of the  Transferor as may be necessary or advisable to comply with any federal or state securities or  reporting requirements or other laws or regulations.  The Transferor shall, upon the written  request of the Servicer, furnish the Servicer with any documents relating to the Transferor or the                                         -120-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Transferred Assets in such Person’s possession reasonably necessary or appropriate to enable the  Servicer to carry out its servicing and administrative duties hereunder.         (c)   The Servicer shall comply with and perform its servicing obligations with respect  to the Transferred Receivables in accordance with the Credit Agreements relating to the  Transferred Receivables and the Credit and Collection Policies, except insofar as any failure to  so comply or perform would not have an Adverse Effect.  Subject to compliance with all  Requirements of Law, the Servicer, may, in accordance with the Credit and Collection Policies,  extend the maturity or adjust the Principal Balance of any Transferred Receivables or otherwise  modify the payment terms of any Transferred Receivables as it deems appropriate; provided, that  such extension, adjustment or modification shall not (i) modify or alter the status of any  Transferred Receivable as a Defaulted Receivable or a Delinquent Receivable, (ii) after giving  effect to any such adjustment or modification cause an Adverse Effect, or (iii) after giving effect  to any such adjustment or modification cause an Asset Base Deficiency to exist.         (d)   Finco, the Servicer and their Affiliates shall perform their respective obligations  under the Credit Agreements related to the Transferred Receivables to the same extent as if  Transferred Receivables had not been sold and the exercise by the Administrative Agent of its  rights under this Agreement shall not release Finco, the Servicer and their Affiliates from any of  their duties or obligations with respect to any Transferred Receivables or related Credit  Agreements.  The Administrative Agent shall have no obligation or liability with respect to any  Transferred Receivables or related Credit Agreements, nor shall it be obligated to perform the  obligations of Finco, the Servicer and their Affiliates thereunder.         (e)   The Servicer shall, as soon as practicable following receipt, turn over to the owner  thereof any cash collections or other cash proceeds received with respect to receivables not  constituting Transferred Receivables.           (f)   The Servicer shall pay out of its own funds, without reimbursement (except as  provided herein), all expenses incurred in connection with the servicing activities hereunder  including expenses related to enforcement of the Transferred Receivables.         (g)   The Servicer (i) shall duly satisfy all obligations on its part to be fulfilled under or  in connection with each Transferred Receivable, (ii) will maintain in effect all qualifications  required under Requirements of Law in order to service properly each Transferred Receivable,  and (iii) will comply in all material respects with all other Requirements of Law in connection  with servicing each Transferred Receivable, except where the failure to so comply would not  have an Adverse Effect.         (h)   The Servicer shall take no action in violation of this Agreement which, nor omit  to take in violation of this Agreement any action the omission of which, would substantially  impair the rights of the Administrative Agent in any Transferred Receivable, nor shall it  reschedule, revise or defer payments due on any Transferred Receivable except in accordance                                         -121-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   with the Credit and Collection Policies or in accordance with its customary and usual servicing  procedures.         (i)   Collection Account.  The Transferor shall establish and maintain an Eligible  Account (the “Collection Account”) for receiving and disbursing amounts in accordance with  Section 2.8.  The Servicer shall advise the Administrative Agent in writing of the location of the  Collection Account.  The Collection Account shall be used only for the collection of the amounts  and for application of such amounts as described in Section 2.8.  The Collection Account will be  governed by the Control Agreement pursuant to which the Administrative Agent shall have  Control pursuant to the terms of the Control Agreement.  If the Collection Account ceases to be  an Eligible Account, the Servicer shall within ten (10) Business Days of receipt of notice of such  change in eligibility transfer the property credited to the Collection Account to an account  meeting the requirements of an Eligible Account, which is established pursuant to a substitute  Control Agreement, and as to which the Administrative Agent shall have Control.  The Servicer  shall promptly notify the Administrative Agent of the establishment of a replacement Collection  Account and shall provide the Administrative Agent with such information with respect thereto  as the Administrative Agent may reasonably request.  To the extent of its interest therein (if any),  the Servicer hereby grants to the Administrative Agent (for the benefit of the Owners) a security  interest in all of the Servicer’s right, title and interest in the Collection Account and all amounts  from time to time credited to the Collection Account (including, without limitation, interest, cash  and other property from time to time received, receivable or otherwise distributed in respect of or  in connection with amounts on deposit in the Collection Account).  In the event there shall have  been deposited in the Collection Account any amount not required to be deposited therein and so  identified to the Administrative Agent, such amount shall be withdrawn from the Collection  Account, any provision herein to the contrary notwithstanding, and any such amounts shall not  be deemed to be a part of the Collection Account.               All amounts deposited in the Collection Account shall remain in a deposit account  maintained at the Account Bank.  On each Payment Date, all interest received on funds on  deposit in the Collection Account, if any, shall be deposited into the Collection Account and  shall be deemed to constitute a portion of the Total Distribution Amount.               The Servicer and the Transferor agree to take all actions reasonably necessary,  including the filing of appropriate financing statements and the giving of proper registration  instructions relating to any investments, to protect the Administrative Agent’s interest (on behalf  of the Owners) in the Collection Account and any moneys therein and to enable the  Administrative Agent to enforce its rights (on behalf of the Owners) under the Control  Agreement(s) relating to the Collection Account.  Following a Servicer Default or Termination  Event, the Administrative Agent may, or shall at the direction of the Required Owners, deliver a  “shifting control notice” to the depositary bank at which the Collection Account is maintained,  upon receipt of which notice, such depositary bank will follow the direction of the  Administrative Agent as to application of Collections in such Collection Account.                                         -122-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (j)   Enforcement Proceedings.  In the event of a default under any Transferred  Receivable, the Servicer shall, at the Servicer’s sole expense, to the full extent permitted by law  and pursuant to its customary servicing procedures, have the power and authority, on behalf of  each Owner, to take or cause to be taken any action in respect of any such Transferred  Receivable as the Servicer may deem advisable.  The Servicer shall use reasonable efforts,  consistent with its customary servicing procedures, to realize upon the Transferred Receivable as  to which the Servicer, pursuant to its customary servicing procedures, shall have determined  eventual payment in full is unlikely.  The Servicer shall follow such customary and usual  practices and procedures as it shall deem necessary or advisable in its servicing of comparable  receivables.  In no event shall the Servicer or the Transferor, as the case may be, be entitled to  make or authorize any Person to make the Administrative Agent, any Funding Agent or any  Owner a party to any litigation without such Person’s express prior written consent.         (k)   Direction of Servicer Following Certain Events.  Subject to any other more  specific terms of this Agreement, upon the occurrence and during the continuation of a Servicer  Default or Termination Event, the Administrative Agent may direct the Servicer to take all steps  and actions permitted to be taken under this Agreement with respect to any Transferred  Receivable which the Administrative Agent, in its reasonable discretion, may deem necessary or  advisable to negotiate or otherwise realize on any right in connection with the Transferred  Assets.         Section 6.6 Complete Servicing Transfer.         (a)   General.  If at any time a Servicer Default or a Termination Event shall have  occurred and be continuing, the Administrative Agent may, with the consent, or shall at the  direction, of the Required Owners, by notice in writing to the Servicer (a “Termination Notice”),  terminate the Servicer’s capacity as Servicer in respect of the Transferred Receivables (such  termination referred to herein as a “Complete Servicing Transfer”).         (b)   On and after the receipt by the Servicer of a Termination Notice pursuant to  Section 6.6(a), the Servicer shall continue to perform all servicing functions under this  Agreement until the date specified in the Termination Notice or otherwise specified by the  Administrative Agent.  The Administrative Agent shall as promptly as possible after the giving  of a Termination Notice appoint an Eligible Servicer as a successor servicer (the “Successor  Servicer”), acting at the written direction of the Required Owners, and such Successor Servicer  shall accept its appointment by a written assumption in a form acceptable to the Administrative  Agent.  In the event that a Successor Servicer has not been appointed or has not accepted its  appointment at the time when the Servicer ceases to act as Servicer, the Administrative Agent  shall petition a court of competent jurisdiction to appoint any Person qualifying as an Eligible  Servicer as the Successor Servicer hereunder.  The Administrative Agent shall give prompt  notice to the Transferor upon the appointment of a Successor Servicer.                                          -123-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (c)   Upon its appointment, the Successor Servicer shall be the successor in all respects  to the Servicer with respect to servicing functions under this Agreement and shall be subject to  all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms  and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to  refer to the Successor Servicer.               In connection with any Termination Notice, the Administrative Agent will review  any bids which it obtains from Eligible Servicers and may appoint, or at the written direction of  the Required Owners shall appoint, any Eligible Servicer submitting such a reasonable market  bid to act as the Successor Servicer; provided, however, that the Transferor shall be responsible  for payment of any portion of the Servicing Fee and other amounts paid to a Successor Servicer  as servicing compensation in excess of the Servicing Fee and amounts paid to the Servicer prior  to the Complete Servicing Transfer.  The Administrative Agent shall have the right, at the  Servicer’s and the Transferor’s expense, to retain the services of a financial advisor or consultant  to assist with the appointment of a Successor Servicer.         (d)   Transition.  The Servicer agrees to cooperate with the Successor Servicer and the  Transferor in effecting the termination of the responsibilities and rights of the Servicer to  conduct servicing of the Transferred Receivables.  Upon a Complete Servicing Transfer, the  Servicer shall within fifteen (15) days of such Complete Servicing Transfer, transfer the Records  relating to the Transferred Assets or facilitate the transfer of such Records to the Successor  Servicer.  To the extent that compliance with this Section 6.6 shall require the Servicer to  disclose to the Successor Servicer information of any kind which the Servicer deems to be  confidential, the Successor Servicer shall be required to enter into such customary licensing and  confidentiality agreements as the Servicer shall deem necessary to protect its interests.         (e)   Collections.  If at any time there shall be a Complete Servicing Transfer, the  existing Servicer will cause to be transmitted and delivered directly to the Successor Servicer, for  the account of the Owners, or deposited in the Collection Account, all Collections in respect of  Transferred Receivables (properly endorsed, where required), so that such items may be  collected by the Successor Servicer.  All such Collections consisting of cash shall not be  commingled with other items or monies of the existing Servicer for a period longer than two  Business Days.  If the Administrative Agent (or its designated agent) or the Successor Servicer  receives items or monies that are not payments on account of the Transferred Receivables, such  items or monies shall be held in trust by the Administrative Agent or the Successor Servicer for  Finco’s benefit and delivered promptly to the existing Servicer after being so identified by the  Administrative Agent (or its designated agent) or the Successor Servicer.          (f)   Collection and Administration at Expense of the Transferor.  The Servicer agrees  that in the event of a Complete Servicing Transfer, it will reimburse the Administrative Agent for  all reasonable out-of-pocket expenses (including, without limitation, attorneys’ and accountants’  and other third parties’ reasonable fees and expenses, expenses incurred by each such Person, as  the case may be, expenses of litigation or preparation therefor, and expenses of audits and visits                                        -124-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   to the offices of the Transferor and the Servicer) incurred by each such Person in connection with  and following the transfer of functions following a Complete Servicing Transfer.         (g)   Payments by Obligors.  The Administrative Agent shall be entitled to notify the  Obligors of Transferred Receivables to make payments directly to the Administrative Agent (for  the benefit of the Owners) of amounts due thereunder at any time and from time to time  following the occurrence of (i) a Termination Event or (ii) a Complete Servicing Transfer and, at  the request of the Required Owners, the Administrative Agent shall so notify the Obligors.         (h)   Following a Servicer Default, the Servicer will agree to (i) in the case of a  Servicer Default specified in Section 6.7(d) and in the case of a Servicer Default specified in  Section 6.7(e) relating to the occurrence of an Insolvency Event of the Servicer defined in clause  (b)(iii) of the definition of “Insolvency Event”, cooperate with, or facilitate, the transfer of  wireless service of the Obligors to a successor wireless service provider, and (ii) facilitate any  transfer of servicing as described in this Article VI.         Section 6.7 Servicer Default.  A “Servicer Default” shall mean the occurrence and  continuance of one or more of the following events or conditions:         (a)   the Servicer shall fail to (i) make any payment, transfer or deposit required under  this Agreement on or before the date such payment, transfer or deposit is required to be made (or  direction given), which failure continues unremedied for a period of five (5) Business Days after  the date on which written notice of such failure, requiring the same to be remedied, shall have  been given in accordance with Section 9.3 or to an Authorized Officer of the Servicer or after  discovery of such failure by an Authorized Officer of the Servicer, or (ii) deliver a Monthly  Report in accordance with Section 6.12 within five (5) Business Days after the due date thereof;  or         (b)   the Servicer shall fail to (i) deliver any report, other than delivery of a Monthly  Report, required to be delivered to the Administrative Agent or any Funding Agent within fifteen  (15) days after the due date thereof or (ii) duly observe or perform in any material respect any  other covenant or agreement of the Servicer set forth in this Agreement or the Sale Agreement,  which failure (A) results in an Adverse Effect on the Administrative Agent or any Funding  Agent and (B) continues unremedied for a period of thirty (30) days after the date on which  written notice of such failure, requiring the same to be remedied, shall have been given in  accordance with Section 9.3 or to an Authorized Officer of the Servicer by the Transferor, or to  an Authorized Officer of the Servicer or the Transferor by the Administrative Agent or any  Funding Agent, or after discovery of such failure by an Authorized Officer of the Servicer; or         (c)   any representation, warranty or certification made by the Servicer in this  Agreement or the Sale Agreement or in any certificate, report, or financial statement delivered by  the Servicer pursuant hereto or thereto proves to have been incorrect in any material respect  when made and such inaccuracy (A) results in an Adverse Effect on the Administrative Agent,                                         -125-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   the Funding Agents or the Owners and (B) continues unremedied for a period of thirty (30) days  after the date on which written notice of such inaccuracy, requiring the same to be remedied,  shall have been given in accordance with Section 9.3 or to an Authorized Officer of the Servicer  by the Transferor, or to an Authorized Officer of the Servicer or the Transferor by the  Administrative Agent or any Funding Agent, or after discovery of such inaccuracy by an  Authorized Officer of the Servicer; or         (d)   neither the Servicer nor any of its Affiliates is engaged in the mobile  communications business in the United States; or         (e)   an Insolvency Event with respect to the Servicer shall have occurred; or         (f)   the Servicer shall resign pursuant to Section 6.8 and an Affiliate of the Servicer  has not become the Successor Servicer pursuant to Section 6.8; or         (g)   except as permitted herein, the Servicer shall assign or delegate its servicing  duties or obligations hereunder.               Notwithstanding the foregoing, no Servicer Default shall occur under clause (a)  above for a period of ten (10) Business Days after the applicable grace period or under clause (b)  or (c) above for a period of sixty (60) days after the applicable grace period if such delay or  failure could not have been prevented by the exercise of reasonable diligence by the Servicer and  such delay or failure was caused by an event that occurs as a result of an act of God, an act of the  public enemy, acts of declared or undeclared war (including acts of terrorism), public disorder,  rebellion, sabotage, epidemics, landslides, lightning, fire, hurricane, earthquakes, floods or  similar causes; provided, that the Servicer shall use all commercially reasonable efforts to  perform its obligations in a timely manner in accordance with the terms of this Agreement, and  the Servicer shall provide the Administrative Agent and the Transferor with an Officer’s  Certificate of the Servicer giving prompt notice of such failure or delay by it, together with a  description of its efforts so to perform its obligations.               Within five (5) Business Days after an Authorized Officer of the Servicer has  actual knowledge of any Servicer Default, the Servicer shall give notice thereof to the  Administrative Agent.         Section 6.8 Finco Not to Resign as Servicer.  Finco shall not resign from the  obligations and duties hereby imposed on it as Servicer under this Agreement except upon  determination that the performance of its duties under this Agreement shall no longer be  permissible under applicable law.  Notice of any such determination permitting the resignation of  Finco shall be communicated to the Funding Agents at the earliest practicable time (and, if such  communication is not in writing, shall be confirmed in writing at the earliest practicable time)  and any such determination shall be evidenced by an opinion of counsel to such effect delivered  to the Funding Agents concurrently with or promptly after such notice.  Unless required by law,                                         -126-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   no such resignation shall become effective until the Administrative Agent or the Successor  Servicer shall (i) have taken the actions required by Section 6.6 to effect the termination of the  responsibilities and rights of the predecessor Servicer under this Agreement, including the  transfer to the Administrative Agent or the Successor Servicer for administration by it of all cash  amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter  be received with respect to a Transferred Receivable and the delivery of the Records relating to  the Transferred Receivables, and the related accounts and records maintained by the Servicer,  and (ii) have assumed the responsibilities and obligations of Finco hereunder in writing.         Section 6.9 Servicing Fee.  (a) As full compensation for its servicing activities  hereunder and as reimbursement for any expense incurred by it in connection therewith, on each  Payment Date, the Servicer shall be entitled to receive a servicing fee (the “Servicing Fee”) in  respect of the immediately preceding Collection Period equal to the product of (a) one-twelfth of  the Servicing Fee Rate and (b) the aggregate Principal Balances of the Transferred Receivables  as of the close of business on the last day of the immediately preceding Collection Period.         (b)   The Servicer shall issue a separate invoice to each of the Helaba Owners on the  services rendered during any month and the Servicing Fee thereon by the Payment Date in the  following month.  Such invoices shall be materially in the form specified in Annex D.  The  Helaba Funding Agent shall inform the Servicer of any required change to the invoicing should  the relevant statutory VAT provisions or their interpretation change.  Notwithstanding the receipt  of invoices by the Helaba Owners from the Servicer, the Servicing Fee shall be payable only  from Collections pursuant to Section 2.8.          Section 6.10 Servicer Expenses.  The Servicer shall be required to pay all expenses  incurred by it in connection with its activities hereunder, including fees and disbursements of  independent accountants, fees and disbursements incurred in connection with collection and  enforcement of Transferred Receivables (other than amounts incurred in connection with the  liquidation of a Transferred Receivable which amounts shall be netted against the Recoveries, if  any), taxes imposed on the Servicer and expenses incurred in connection with distributions and  reports to the Administrative Agent, any Funding Agent and any Owner.         Section 6.11 Limitation on Liability of Servicer and Others.  Notwithstanding anything  to the contrary herein, none of the Servicer or any of the directors or officers or employees or  agents of the Servicer, as the case may be, shall be under any liability to the Affected Parties,  except as provided under this Agreement, for any action taken or for refraining from the taking  of any action pursuant to this Agreement or for errors in judgment; provided, however, that this  provision shall not protect the Servicer or any such person against any liability that would  otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the  performance of duties or by reason of reckless disregard of obligations and duties under this  Agreement.  The Servicer and any director or officer or employee or agent of the Servicer, as the  case may be, may rely in good faith on any document of any kind prima facie properly executed  and submitted by any person respecting any matters arising under this Agreement.                                        -127-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               Without limiting any other provision of this Agreement, the Servicer shall be  obligated to appear in, prosecute and defend only legal actions that are incidental to its duties to  service the Transferred Receivables in accordance with this Agreement.         Section 6.12      Monthly Report.  On each Determination Date, with respect to  each Payment Date and the related Collection Period, the Servicer shall prepare and deliver (i) to  each Funding Agent, an electronic copy of the Monthly Report (and, upon request of any  Funding Agent, the Servicer shall deliver a copy thereof by such other means as such Funding  Agent may reasonably request) and (ii) to the Administrative Agent, a signed copy of the  Monthly Report, in each case, as of the close of business of the Servicer on the last day of the  immediately preceding Collection Period.  The Servicer may deliver the updated Receivables  Schedule on the related Determination Date along with the Monthly Report to be delivered on  such date.  In the event that neither Finco nor any of its Affiliates is the Servicer, the Successor  Servicer shall deliver each Monthly Report (and updated Receivables Schedule, if applicable) in  the manner described above.  Each Monthly Report delivered pursuant to this Section 6.12 shall  be accompanied by a certificate of a Servicing Officer certifying the accuracy of the Monthly  Report.         Section 6.13 Notices to the Transferor.  In the event that T-Mobile Financial LLC is no  longer acting as Servicer, any Successor Servicer shall deliver or make available to the  Transferor each certificate and report to be provided thereafter pursuant to Section 6.12.         Section 6.14 Annual Statement of Compliance from Servicer; Annual Servicing Report  of Independent Public Accountants.  (a)  The Servicer will deliver to the Administrative Agent  and each Funding Agent, on or before April 30 of each year commencing April 30, 2016 (or in  the case of the Successor Servicer, the year after such entity becomes the Successor Servicer), an  Officer’s Certificate substantially in the form of Exhibit I, stating that (a) a review of the  activities of the Servicer during the twelve months ended the immediately preceding December  31 (or with respect to the first Officer’s Certificate to be delivered on or before April 30, 2016,  with respect to the period from the Original Closing Date to and including December 31, 2015),  which represents the fiscal year end of the Servicer (or other applicable date), and of its  performance under this Agreement was made under the supervision of the officer signing such  certificate and (b) to such officer’s knowledge, based on such review, the Servicer has fully  performed or caused to be performed in all material respects all of its obligations under this  Agreement throughout such period, and no Servicer Default has occurred or is continuing, or, to  the extent known to such officer if there has been a Servicer Default, specifying each such  default known to such officer and the nature and status thereof and the steps being taken or  necessary to be taken to remedy such event.  Notwithstanding the foregoing, the parties hereto  agree that the first Officer’s Certificate to be delivered with respect to the period from the  Original Closing Date to and including December 31, 2015 shall be delivered on or prior to  August 31, 2016.                                          -128-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (b)   The Servicer shall at its expense appoint independent public accountants (which  may be the audit firm of TMUS) to prepare and deliver the report(s) specified in Section 3.7(s).         Section 6.15 Adjustments.  (a)  If the Servicer adjusts downward the amount of any  Receivable because of a Dilution or posting error to an Obligor, because such Receivable was  created in respect of a handset device, a Smart Watch or an Accessory which was refused or  returned by an Obligor, or if the Servicer otherwise adjusts downward the amount of any  Receivable without receiving Collections therefor or charging off such amount as uncollectible,  then, in any such case (other than cases resulting from Servicer error, a remedy for which is  provided in Section 6.15(b)), any amount required herein to be calculated by reference to the  amount of Receivables, will be reduced by the amount of the adjustment. Any adjustment  required pursuant to the preceding sentence shall be made on or prior to the end of the Collection  Period in which such adjustment obligation arises. In the event that, following the exclusion of  such Receivables from a calculation, an Asset Base Deficiency exists, the Transferor shall make  a deposit into the Collection Account in immediately available funds in an amount equal to the  lesser of (i) the amount of such Asset Base Deficiency, and (ii) the Principal Balance of such  Receivables.         (b)   If (i) the Servicer makes a deposit into the Collection Account in respect of a  Collection of a Receivable and such Collection was received by the Servicer in the form of a  check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to  the amount of any Collection and deposits an amount that is less than or more than the actual  amount of such Collection, the Servicer shall appropriately adjust the amount subsequently  deposited into the Collection Account to reflect such dishonored check or mistake.  Any  Receivable in respect of which a dishonored check is received shall be deemed not to have been  paid.          (c)   Adjustments made pursuant to this Section 6.15 shall not require any change in  any report previously delivered pursuant to Section 6.12, except to the extent the Servicer  determines that the aggregate amount of adjustments could have an Adverse Effect.         Section 6.16 Liability of Servicer.  The Servicer shall be liable under this Article VI  only to the extent of the obligations specifically undertaken by the Servicer in its capacity as  Servicer.         Section 6.17 Modifications to Credit Agreements.  Subject to compliance with all  Requirements of Law, the Servicer may change the terms and provisions of the applicable Credit  Agreements in any respect, provided that any such change would not be reasonably likely to (a)  materially affect the collectability of the related Receivables, taken as a whole, or (b) have an  Adverse Effect; provided, that any material change to the Credit Agreements that could  reasonably be likely to adversely affect the Owners shall be subject to consent of the Required  Owners.                                         -129-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         Section 6.18 Compliance with Requirements of Law.  The Servicer shall duly satisfy all  obligations on its part to be fulfilled under or in connection with each Receivable and the related  Credit Agreement, if any, will maintain in effect all qualifications and licenses required under  Requirements of Law in order to service properly each Receivable and the related Credit  Agreement, if any, and will comply in all material respects with all other Requirements of Law  in connection with servicing the Receivables, except to the extent the failure to so comply would  not have an Adverse Effect.         Section 6.19 Limitations on Liability of the Servicer and Others.  Neither the Servicer  nor any of the directors, officers, members, managers, employees or agents of the Servicer in its  capacity as Servicer shall be under any liability to the Transferor, the Administrative Agent, the  Owners, the Cap Counterparty or any other Person for any action taken or for refraining from the  taking of any action in good faith in its capacity as Servicer pursuant to this Agreement;  provided, however, that this provision shall not protect the Servicer or any such Person against  any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or  gross negligence in the performance of duties or by reason of reckless disregard of obligations  and duties hereunder.  The Servicer and any director, officer, member, manager, employee or  agent of the Servicer may rely in good faith on any document of any kind prima facie properly  executed and submitted by any Person (other than the Servicer) respecting any matters arising  hereunder.  The Servicer shall not be under any obligation to appear in, prosecute or defend any  legal action which is not incidental to its duties as Servicer in accordance with this Agreement  and which in its reasonable judgment may involve it in any expense or liability.  The Servicer  may, in its sole discretion, undertake any such legal action which it may deem necessary or  desirable for the benefit of the Owners with respect to this Agreement and the rights and duties  of the parties hereto and the interests of the Owners hereunder.         Section 6.20 Access to Certain Documentation and Information Regarding the  Receivables.  The Servicer shall provide to the Transferor or the Administrative Agent, as  applicable, access to the documentation regarding the Receivables in such cases where the  Transferor or the Administrative Agent, as applicable, is required in connection with the  enforcement of the rights of Owners or by applicable statutes or regulations to review such  documentation, such access being afforded without charge but only (a) upon reasonable request,  (b) during normal business hours, (c) subject to the Servicer’s normal security and confidentiality  procedures, (d) at reasonably accessible offices in the continental United States designated by the  Servicer, and (e) once per calendar year.  Nothing in this Section 6.20 shall derogate from the  obligation of the Transferor, the Administrative Agent and the Servicer to observe any applicable  law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to  provide access as provided in this Section 6.20 as a result of such obligation shall not constitute a  breach of this Section 6.20.         Section 6.21 Examination of Records.  The Transferor and the Servicer shall indicate in  their computer files or other records that the Transferred Receivables have been conveyed to the  Administrative Agent (for the benefit of the Owners) pursuant to this Agreement.  The                                        -130-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Transferor and the Servicer shall, prior to the sale or transfer to a third party of any receivable  held in its custody, examine its computer records and other records to determine that such  receivable is not, and does not include, a Transferred Receivable sold to the Administrative  Agent (for the benefit of the Owners).         Section 6.22 Communications Regarding Compliance Matters.  The Servicer agrees to  comply with, and any Successor Servicer, by accepting its appointment as such, agrees to  cooperate in good faith with any reasonable request by Finco or the Transferor for information  which is required in order to enable Finco or the Transferor to comply with reporting  requirements under the Exchange Act and any other Requirements of Law to the extent  applicable.                                 ARTICLE VII.                        TERMINATION EVENTS; AMORTIZATION EVENTS        Section 7.1 Termination Events.  The occurrence of any one or more of the following  events shall constitute a Termination Event:         (a)   an Insolvency Event with respect to the Transferor, the Servicer, Finco (whether  or not Finco shall then be the Servicer) or the Guarantor shall have occurred;         (b)   default in the payment of any Yield owing to any Funding Agent or Owner  pursuant to Section 2.8 of this Agreement when the same becomes due and payable and such  default shall continue for a period of five (5) Business Days;         (c)   default in the payment of any outstanding Net Investment on the Final Payment  Date, if and to the extent not previously paid;         (d)   default in the performance or observance of (i) any covenant or agreement of the  Transferor made in this Agreement for the benefit of the Administrative Agent, the Funding  Agents or the Owners (other than a covenant or agreement, a default in the performance or  observance of which is elsewhere in this Section 7.1 specifically dealt with), or (ii) any  representation or warranty of the Transferor made in this Agreement for the benefit of the  Administrative Agent, the Funding Agents or the Owners proving to have been incorrect in any  material respect as of the time when the same shall have been made, which default or inaccuracy,  as applicable, has an Adverse Effect on the Administrative Agent, the Funding Agents or the  Owners and continues unremedied for sixty (60) days after the date on which written notice of  such failure or inaccuracy, shall have been given in writing to an Authorized Officer of the  Transferor by the Administrative Agent or the Funding Agents;         (e)   failure on the part of Finco, the Transferor or the Servicer to make any payment,  transfer or deposit required by the terms of this Agreement or the Sale Agreement on or before                                         -131-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   the date such payment, transfer or deposit is required to be made herein or therein and such  failure shall continue for a period of five (5) Business Days after written notice to an Authorized  Officer of Finco, the Servicer or the Transferor, or actual knowledge by an Authorized Officer of  Finco, the Servicer or the Transferor;         (f)   the Transferor is required to register as an investment company under the  Investment Company Act;         (g)   a breach of any covenant of the Transferor or Finco in this Agreement or the Sale  Agreement, as applicable, which breach (i) has an Adverse Effect on the interest of any Funding  Agent or any Owner and (ii) continues for a period of thirty (30) days after the date on which  written notice of such breach, requiring the same to be remedied, shall have been given in  accordance with Section 9.3 or to an Authorized Officer of the Transferor or Finco, as  applicable, or after discovery of such breach, requiring the same to be remedied, by an  Authorized Officer of the Transferor or Finco, as applicable;         (h)   as of any date of determination, an Asset Base Deficiency exists, and such  condition continues unremedied for a period of sixty (60) consecutive days;         (i)   all of the following conditions shall have occurred: (A) a Termination Notice shall  have been delivered to the Servicer by the Administrative Agent pursuant to Section 6.6(a) of  this Agreement, and (B) a Successor Servicer shall not have been appointed and assumed the  servicing of the Transferred Receivables pursuant to a servicing agreement reasonably  acceptable to the Required Owners by the date which is sixty (60) days after the date on which  such Servicer Default initially occurred;         (j)   the Administrative Agent (for the benefit of the Owners) shall fail to have a first  priority perfected security interest in a material portion of the Transferred Assets.               For the avoidance of doubt, the five (5) Business Day grace period provided for in  the Termination Events described in paragraphs (b) and (d) above shall run contemporaneously  with the comparable five (5) Business Day grace period relating to the comparable covenant or  obligation of the Transferor or the Servicer, as applicable, to pay, transfer or deposit funds in this  Agreement or the Sale Agreement.               The Transferor shall deliver to the Administrative Agent, promptly, but in any  event within five (5) days after the occurrence of any Termination Event, written notice in the  form of an Officer’s Certificate of the Transferor of such Termination Event, its status and what  action the Transferor is taking or proposes to take with respect thereto.         Section 7.2 Remedies Upon the Occurrence of a Termination Event.  (a)  If a  Termination Event occurs and is continuing, (i) the Administrative Agent shall at the request, or  may with the consent, of the Required Owners, by notice to the Transferor, declare a                                         -132-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Termination Date to have occurred and all outstanding Tranche Periods to be ended; provided  that, in the case of a Termination Event under Section 7.1(a), (b), (c), (e), (f), (h) or (i), the  Termination Date shall automatically occur and all Tranche Periods shall be ended, (ii) the  Administrative Agent shall at the request, or may with the consent, of the Required Owners,  exercise its rights and remedies under the Control Agreement(s) relating to the Collection  Account and as otherwise contemplated herein, (iii) the Administrative Agent, on behalf of the  Owners, shall accept no further transfers of Receivables, and (iv) the Purchase Limit then in  effect shall be reduced to an amount equal to the Aggregate Net Investment at such time.  In  addition, if a Termination Event occurs and is continuing and, if the Servicer is Finco or any  Affiliate thereof at such time, the Administrative Agent shall at the request, or may with the  consent, of the Required Owners, terminate Finco or such Affiliate thereof as Servicer hereunder  in accordance with Section 6.6.  If a Termination Date occurs, then the Administrative Agent (for  the benefit of the Owners) shall have all rights of the Transferor (i) as “Purchaser” under the Sale  Agreement and otherwise with respect to Receivables and (ii) under or with respect to the  Eligible Interest Rate Caps.  In addition, following the occurrence and during the continuance of  a Termination Event, each Owner shall fund its Net Investment at the Default Rate as provided  herein.         (b)   Upon the occurrence and during the continuance of a Termination Event, the  Administrative Agent (for the benefit of the Owners) shall have, in addition to all rights and  remedies under this Agreement or otherwise, all other rights and remedies provided under the  UCC of the applicable jurisdiction and under other applicable laws, which rights shall be  cumulative.  The Administrative Agent may with the consent, or shall at the direction of the  Required Owners, exercise from time to time some or all of the rights and remedies described in  the preceding sentence.  No failure or delay on the part of any party in exercising any power,  right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or  partial exercise of any such power, right or remedy preclude any other further exercise thereof or  the exercise of any other power, right or remedy.         (c)   In addition to any rights and remedies granted to the Administrative Agent  pursuant to the terms of this Agreement, following the occurrence and continuance of a  Termination Event, the Administrative Agent may appoint an independent auditor of national  reputation reasonably acceptable to the Servicer to verify that all prior Monthly Reports  delivered under this Agreement have been prepared and delivered in accordance with the terms  of this Agreement.         Section 7.3 Amortization Events.  The occurrence of any one or more of the following  events shall constitute an Amortization Event:         (a)   the occurrence, continuance and, to the extent required, declaration of a  Termination Event;         (b)   a Servicer Default shall have occurred or, to the extent required, been declared;                                        -133-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (c)   Finco, the Transferor or the Servicer, as applicable, shall fail to:               (i)   (A) deliver a Monthly Report required to be delivered to the        Administrative Agent within five (5) Business Days after the due date thereof, or (B)        deliver any report (other than a Monthly Report) required to be delivered to the        Administrative Agent within fifteen (15) days after the due date thereof,               (ii)  duly observe or perform the covenants set forth in this Agreement with        respect to Liens relating to the Transferred Receivables, which continues unremedied for        a period of three (3) Business Days after the date on which written notice of such failure,        requiring the same to be remedied, shall have been given in accordance with Section 9.3        or to an Authorized Officer of Finco, the Transferor or the Servicer, as applicable, or after        discovery of such failure by an Authorized Officer of Finco, the Transferor or the        Servicer, as applicable, or                (iii) duly observe or perform in any material respect any other covenant or        agreement of Finco, the Transferor or the Servicer, as the case may be, set forth in this        Agreement or the Sale Agreement, which failure (A) results in an Adverse Effect on the        Funding Agents or the Owners and (B) continues unremedied for a period of thirty (30)        days after the date on which written notice of such failure, requiring the same to be        remedied, shall have been given in accordance with Section 9.3 or to an Authorized        Officer of Finco, the Transferor or the Servicer, as applicable, or after discovery of such        failure by an Authorized Officer of Finco, the Transferor or the Servicer, as applicable;        provided, however, no Amortization Event shall be deemed to occur if the relevant        Transferred Receivables are repurchased in accordance with this Agreement;         (d)   any representation or warranty made by the Transferor or Finco in this Agreement  or the Sale Agreement, proves to have been incorrect in any material respect when made and  such inaccuracy results in an Adverse Effect on the Funding Agents or the Owners and such  Adverse Effect continues for a period of thirty (30) days after the date on which written notice of  such failure, requiring the same to be remedied, shall have been given in accordance with  Section 9.3 or to an Authorized Officer of Finco or the Transferor, as applicable, or after  discovery of such failure by an Authorized Officer of the Transferor or Finco, as applicable;  provided, however, that no Amortization Event shall be deemed to occur if the relevant  Transferred Receivables relating to such representation or warranty are repurchased in  accordance with this Agreement;         (e)   an Asset Base Deficiency exists and such condition has existed unremedied for a  period of five (5) consecutive days;         (f)   (i) prior to the Expansion Receivables First Funding Date, the three-month  average Default Ratio relating to the Transferred Receivables shall exceed 9.00%, and (ii) on and                                         -134-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   after the Expansion Receivables First Funding Date, the three-month average Default Ratio  relating to the Transferred Receivables shall exceed 9.508.00%;         (g)   the three-month average Delinquency Ratio relating to the Transferred  Receivables shall exceed 3.50%;         (h)   the three-month average Dilution Ratio relating to the Transferred Receivables  shall exceed 6.004.00%         (i)   the Transferor shall fail to comply with the Hedging Requirements and such  failure shall continue unremedied for more than ten (10) days after written notice thereof being  given in accordance with Section 9.3 to an Authorized Officer of the Transferor or the Servicer  by the Administrative Agent or any Funding Agents;         (j)   a Change of Control Triggering Event shall have occurred;         (k)   litigation, arbitration or governmental proceedings shall have been instituted  involving Finco, the Transferor or the Transferred Receivables that could reasonably be expected  to materially and adversely affect Finco, the Transferor or the collectability of the Transferred  Receivables;         (l)   any money judgment, writ or warrant of attachment or similar process involving  in the aggregate at any time an amount in excess of $250,000 (in either case to the extent not  adequately covered by insurance as to which a solvent insurance company has not denied  coverage) shall be entered or filed against the Transferor or any of its assets and shall remain  undischarged, unpaid, unvacated, unappealed, unbonded or unstayed for a period of thirty (30)  days (or in any event later than five days prior to the date of any proposed sale thereunder);         (m)   Finco, the Transferor, TMUS or TMUSA shall fail to pay any principal of or  premium or interest on any of its Debt that is outstanding in a principal amount of at least  $100,000,000 in the aggregate, in each case when the same becomes due and payable (whether  by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such  failure to pay shall continue for two (2) days after the applicable grace period, if any, specified in  the agreement or instrument relating to such Debt;         (n)   there shall have occurred an event or situation with respect to the Transferor,  either Guarantor, or Finco that shall have a material adverse effect on the legality, validity or  enforceability of any of this Agreement, the Sale Agreement or the Performance Guaranty, or  any such party’s ability to perform its respective obligations thereunder, other than such material  adverse effects which are the direct result of actions or omissions of the Administrative Agent,  any Funding Agent or any Owner;         (o)   the Transferor is a “covered fund” for purposes of regulations adopted under the  Volcker Rule;                                        -135-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (p)   (i) either Guarantor shall purport to revoke or terminate the Performance  Guaranty, or the Performance Guaranty shall no longer be in effect, or either Guarantor shall fail  to make any payments required thereunder in a timely manner; or (ii) either Guarantor shall fail  to perform, in a timely manner, any of its obligations under the Performance Guaranty or this  Agreement, or there shall have occurred any material breach of any of the representations and  warranties, or any covenants or other agreements, made by either Guarantor under the  Performance Guaranty;          (q)   the Consolidated Equity Ratio shall at any time be less than the greater of (i)  17.50% and (ii) such higher amount as any of TMUS, TMUSA, the Servicer or the Transferor  may agree, whether by way of similar provision, representation, covenant or warranty, in any  Comparable Transaction in any similar provision, for so long as any such Comparable  Transaction is outstanding;          (r)   the Consolidated Leverage Ratio shall at any time be greater than the lesser of (i)  500% and (ii) such lower amount as any of TMUS, TMUSA, the Servicer or the Transferor may  agree, whether by way of similar provision, representation, covenant or warranty, in any  Comparable Transaction in any similar provision, for so long as such Comparable Transaction is  outstanding; or         (s)   the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to  Section 4068 of ERISA, or a contribution failure occurs sufficient to give rise to a lien under  Section 303(k) of ERISA or Section 430(k) of the Code, with regard to any of the assets of Finco  or the Transferor, and, in each case, such lien shall not have been released within thirty (30)  days;    then, in the case of any event described in subsections (b), (c), (d), (e), (i), (k), (m), (n), or (p)(ii),  after the applicable grace period, if any, set forth in such subparagraphs, the Required Owners or  the Administrative Agent, acting at the direction of the Required Owners, by notice then given in  writing to the Transferor and the Servicer may declare that an amortization event (each, an  “Amortization Event”) has occurred as of the date of such notice, and in the case of any event  described in subsections (a), (f), (g), (h), (j), (l), (o), (p)(i), (q), (r) or (s), an Amortization Event  shall occur without any notice or other action on the part of the Administrative Agent or the  Required Owners immediately upon the occurrence of such event.  In addition, following the  occurrence and during the continuance of an Amortization Event, each Owner shall fund its Net  Investment at the Amortization Rate as provided herein.                                 ARTICLE VIII.                                      INDEMNIFICATION        Section 8.1 Indemnification.  (a)  Without limiting any other rights which any Owner,  any Funding Agent or the Administrative Agent may have hereunder or under applicable law, the                                        -136-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Transferor hereby agrees to indemnify each Affected Party from and against any and all  damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees and  disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”)  awarded against or incurred by any of them arising out of or as a result of this Agreement or the  ownership, either directly or indirectly, by any Affected Party of the Transferred Assets,  excluding, however, (x) Indemnified Amounts to the extent resulting from the gross negligence  or willful misconduct on the part of such Affected Party, (y) recourse (except as otherwise  specifically provided in this Agreement) for uncollectible Transferred Receivables, or (z)  Excluded Taxes relating to a loss solely in respect of Taxes.  Without limiting the generality of  the foregoing, the Transferor shall indemnify each Affected Party for Indemnified Amounts  relating to or resulting from:               (i)   the failure of any Transferred Receivable reported by the Transferor as an        Eligible Receivable to be an Eligible Receivable at the time of transfer to the        Administrative Agent (for the benefit of the Owners);               (ii)  any representation or warranty made or deemed made by the Transferor        (or any officers of the Transferor) under or in connection with this Agreement or any        other Related Document or any other information or report delivered by any such Person        pursuant hereto or thereto, which shall have been false or incorrect when made or deemed        made;               (iii) the failure by the Transferor to comply with any applicable Requirement        of Law with respect to any Credit Agreement or Transferred Receivable;               (iv)  any failure of the Transferor to perform its duties, covenants or other        obligations in accordance with the provisions of this Agreement or any other Related        Document;               (v)   any products liability, personal injury or damage suit or other similar        claim arising out of or in connection with products or services that are the subject of any        Credit Agreement, Transferred Receivable or the related Financed Equipment;               (vi)  any dispute, defense, claim or offset (other than the bankruptcy of an        Obligor, unless the basis for any avoidance action, or any diminution in the claim related        to any Transferred Receivable, during any bankruptcy proceeding relates to any action or        omission on the part of the Transferor) of the Obligor to the payment of any Transferred        Receivable (including, without limitation, a defense based on such Transferred        Receivable or the related Credit Agreement not being a legal, valid and binding        obligation of such Obligor enforceable against it in accordance with its terms);               (vii) the commingling of Collections of Transferred Receivables at any time        with other funds;                                          -137-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               (viii) any investigation, litigation or proceeding related to or arising from this        Agreement or any other Related Document, the transactions contemplated hereby and        thereby, the transfer of the Transferred Assets to the Administrative Agent (for the        benefit of the Owners), or any other investigation, litigation or proceeding relating to the        Transferor in which any Affected Party becomes involved as a result of any of the        transactions contemplated hereby;               (ix)  any inability to litigate any claim against any Obligor in respect of any        Transferred Receivable as a result of such Obligor being immune at the time of the        transfer of such Transferred Receivable from Finco to the Transferor, and from the        Transferor to the Administrative Agent (for the benefit of the Owners), from civil and        commercial law and suit;               (x)   any failure to vest and maintain vested in the Administrative Agent (for        the benefit of the Owners), legal and equitable title to, and ownership of, the Transferred        Assets and the Collections on the Transferred Receivables, free and clear of any Lien;               (xi)  the failure to have filed, or any delay in filing, financing statements or        other similar instruments or documents under the UCC of any applicable jurisdiction or        other applicable laws with respect to the Lien of the Administrative Agent (for the benefit        of the Owners) in the Transferred Assets;               (xii) the failure of the Transferor to receive reasonably equivalent value for the        Transferred Receivables and Related Rights that it transfers to the Administrative Agent        (for the benefit of the Owners);               (xiii) any action or omission by the Transferor that reduces or impairs the rights        of the Transferor or its assigns with respect to any Transferred Receivable or the ability        to collect the principal balance of such Transferred Receivable;               (xiv) any transfer under the Sale Agreement being found to be void by a court        of competent jurisdiction;               (xv)  the failure by the Transferor to pay when due any taxes owed by it,        including, without limitation, sales, excise or personal property taxes;               (xvi) any attempt by any Person to void any transfer hereunder based on the acts        or omissions of the Transferor;               (xvii) the failure of the Principal Balance of any Transferred Receivable to equal        the amount reported or represented by the Transferor as the principal balance of such        Transferred Receivable; or                                          -138-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               (xviii) any value added tax plus any interest and other ancillary Tax charges (A)        applicable to the payment of the Servicing Fee, the supply of the services rendered by the        Servicer or in connection with the sale and collection of the Transferred Receivables and        the Related Rights pursuant to this Agreement or (B) arising as a result of a breach by the        Transferor, the Servicer, the Guarantor or any of their Affiliates of Section 3.9(j)        (German Value-Added Tax) (less any respective value added tax credits or deductions as        are obtained by or credited to any of the Helaba Owners, which credits or deductions        shall be taken into account following the final and unchangeable determination thereof by        the German tax authorities; whereby such Helaba Owner shall take reasonable steps to        receive eligible value added tax credits or deductions by filing respective returns).               If any Conduit Purchaser is an Affected Party and such Affected Party enters into  agreements for the acquisition of interests in receivables from one or more other Persons under  its commercial paper program (“Other Transferors”), such Conduit Purchaser shall allocate  ratably such Indemnified Amounts which are attributable to the Transferor and to the Other  Transferors to the Transferor and each Other Transferor; provided, however, that if such  Indemnified Amounts are attributable to the Transferor and not attributable to any Other  Transferor, the Transferor shall be solely liable for such Indemnified Amounts or if such  Indemnified Amounts are attributable to Other Transferors and not attributable to the Transferor,  such Other Transferors shall be solely liable for such Indemnified Amounts.         (b)   The Servicer shall indemnify and hold harmless each Affected Party against  Indemnified Amounts, as incurred (payable promptly upon written request), for or on account of  or arising from or in connection with, or otherwise with respect to (i) any breach of any  representation, warranty, covenant, agreement or other obligation of the Servicer set forth in this  Agreement or any other Related Document (or any certificate or report of the Servicer delivered  pursuant hereto or thereto) to which the Servicer is a party, (ii) the failure by the Servicer to  comply with any applicable Requirement of Law with respect to any Credit Agreement or  Transferred Receivable, (iii) the commingling of Collections of Transferred Receivables at any  time with other funds, (iv) any action or omission by the Servicer not in compliance with the  Credit and Collection Policies that has the effect of reducing or impairing the rights of any  Owner with respect to any Transferred Receivable or the value of any Transferred Receivable; or  (v) any dispute, defense, claim, offset or defense of the Obligor to the payment of any  Transferred Receivable resulting from or related to the collection activities with respect to such  Transferred Receivable; provided, however, that (A) the Servicer shall not be so required to  indemnify any such Affected Party or otherwise be liable to any such Affected Party hereunder  for any Indemnified Amounts incurred for or on account of or arising from or in connection with  or otherwise with respect to any breach of any covenant set forth herein a remedy for the breach  of which is provided in Section 2.12 or Section 2.13 of this Agreement and (B) the Servicer shall  not be required to indemnify any Affected Party for (x) Indemnified Amounts to the extent a  final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted  from gross negligence or willful misconduct on the part of the Affected Party seeking  indemnification; (y) Indemnified Amounts to the extent the same includes losses in respect of                                        -139-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of  creditworthiness of the related Obligor; or (z) Excluded Taxes relating to an Indemnified  Amount solely in respect of Taxes.  Any indemnification pursuant to this Section 8.1(b) shall be  had only from the assets of the Servicer.  The provisions of such indemnity shall run directly to  and be enforceable by such Affected Parties.  The provisions of this Section 8.1(b) shall survive  the termination of this Agreement.         (c)   Promptly after receipt by an Affected Party under this Section 8.1 of written  notice of any damage, loss or expense in respect of which indemnity may be sought hereunder by  it, such Affected Party will, if a claim is to be made against the Transferor or the Servicer, as  applicable, notify the Transferor or the Servicer, as applicable, thereof in writing; but the  omission so to notify the Transferor or the Servicer, as applicable, will not relieve the Transferor  or the Servicer, as applicable, from any liability (otherwise than under this Section 8.1) which it  may have to any Affected Party except as may be required or provided otherwise than under this  Section 8.1, unless and to the extent any such liability is caused by such omission.  Thereafter,  the Affected Party and the Transferor or the Servicer, as applicable, shall consult, to the extent  appropriate, with a view to minimizing the cost to the Transferor or the Servicer, as applicable,  of its obligations hereunder.  In case any Affected Party receives written notice of any damage,  loss or expense in respect of which indemnity may be sought hereunder by it and it notifies the  Transferor or the Servicer, as applicable, thereof, the Transferor or the Servicer, as applicable,  will be entitled to participate therein, and to the extent that it may elect by written notice  delivered to the Affected Party promptly after receiving the aforesaid notice from such Affected  Party, to assume the defense thereof, with counsel reasonably satisfactory at all times to such  Affected Party; provided, however, that if the parties against which any damage, loss or expense  arises include both the Affected Party and the Transferor or the Servicer, as applicable, and  counsel to the Affected Party shall have reasonably concluded that there may be legal defenses  available to it or other indemnified parties which are different from or additional to those  available to the Transferor or the Servicer, as applicable, and may conflict therewith, the  Affected Party or Parties shall have the right to select one separate counsel for such Affected  Party or Parties to assume such legal defenses and otherwise to participate in the defense of such  damage, loss or expense on behalf of such Affected Party or Parties.  Upon receipt of notice from  the Transferor or the Servicer, as applicable, to such Affected Party of its election so to assume  the defense of such damage, loss or expense and approval by the Affected Party of counsel, the  Transferor or the Servicer, as applicable, shall not be liable to such Affected Party under this  Section 8.1 for any legal or other expenses subsequently incurred by such Affected Party in  connection with the defense thereof unless (i) the Affected Party shall have employed such  counsel in connection with assumption of legal defenses in accordance with the proviso to the  immediately preceding sentence, (ii) the Transferor or the Servicer, as applicable, shall not have  employed and continued to employ counsel reasonably satisfactory to the Affected Party to  represent the Affected Party within a reasonable time after notice of commencement of the action  or (iii) the Transferor or the Servicer, as applicable, shall have authorized the employment of  counsel for the Affected Party at the expense of the Transferor or the Servicer, as applicable.                                         -140-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (d)   Notwithstanding any other provisions contained in this Section 8.1, (i) the  Transferor or the Servicer, as applicable, shall not be liable for any settlement, compromise or  consent to the entry of any order adjudicating or otherwise disposing of any damage, loss, or  expense effected without its consent and (ii) after the Transferor or the Servicer, as applicable,  has assumed the defense of any damage, loss or expense under Section 8.1(b) with respect to any  Affected Party, it will not settle, compromise or consent to entry of any order adjudicating or  otherwise disposing thereof (1) if such settlement, compromise or order involved the payment of  money damages except if the Transferor or the Servicer, as applicable, agrees with such Affected  Party to pay such money damages and, if not simultaneously paid, to furnish such Affected Party  with satisfactory evidence of its ability to pay such money damages, and (2) if such settlement,  compromise or order involves any relief against such Affected Party, other than the payment of  money damages, except with the prior written consent of such Affected Party.         Section 8.2 Tax Indemnification.  (a)  Any and all payments by the Transferor or the  Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an  “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in  accordance with Section 2.8 free and clear of, and without deduction for, any and all present or  future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding),  assessments, fees or other similar charges imposed by any United States or foreign governmental  authority, including any interest, additions to tax or penalties applicable thereto, including any  related penalties or interest (all such items and amounts being collectively referred to as “Taxes”)  excluding any such Taxes that are (i) net income taxes (including branch profit taxes, minimum  taxes and taxes computed under alternative methods, at least one of which is based on or  measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes  based on or measured by the net income of such Indemnified Party or the gross receipts or  income of such Indemnified Party, in each case (x) imposed as a result of the recipient being  organized under the laws of, or having its principal office or, in the case of any Owner or  Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any  political subdivision thereof) or (y) imposed as a result of a present or former connection  between the recipient and the jurisdiction imposing such Tax (other than connections arising  from such recipient having executed, delivered, become a party to, performed its obligations  under, received payments under, received or perfected a security interest under, engaged in any  other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any  Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that  would not have been imposed but for the failure of such Owner, Participant, Funding Agent or  Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any  certification or other documentation required to qualify for an exemption from, or reduced rate  of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant,  Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a  change by an Owner or Participant of its lending office (other than changes mandated by this  Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in  the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the                                         -141-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   account of such Owner with respect to an applicable interest in any Transferred Assets pursuant  to a law in effect on the date on which (1) such Owner became a party hereto (other than  pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner  otherwise changes its lending office, except in each case to the extent that, pursuant to Section  8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor  immediately before such Owner became a party hereto or to such Owner immediately before it  changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes”  but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the  Helaba Owners contemplated by Section 8.1(a)(xviii)).  If the Transferor or the Servicer shall be  required by law to deduct any Taxes from or in respect of any sum payable hereunder to an  Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of  Taxes other than Excluded Taxes, the sum payable shall be increased as may be necessary so that  after making all required deductions of Taxes (other than Excluded Taxes), including deductions  of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified  Party receives an amount equal to the sum it would have received had no such deductions been  made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and (C) the  Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation  authority in accordance with applicable law.  If the Transferor or the Servicer fail to pay any  Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, on  behalf of itself or such Owner, or to the Administrative Agent, as applicable, the required  receipts or other required documentary evidence, the Transferor or the Servicer, as applicable,  shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on  behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable,  any incremental taxes, interest or penalties that may become payable by such Owner, Funding  Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however,  that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the  Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30)  Business Days following the receipt of actual written notice of the imposition of such Taxes,  there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this  Section 8.2(a) in respect of any interest or penalties reasonably attributable to the period  beginning on such 30th day and ending ten (10) Business Days after the Transferor or the  Servicer receives notice from such Owner, Funding Agent or the Administrative Agent. The  Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in  respect of incremental taxes, interest or penalties reasonably attributable to the negligence or  willful misconduct of any such Owner or Funding Agent or the Administrative Agent.         (b)   An Owner claiming increased amounts under this Section 8.2 for Taxes paid or  payable by such Owner will furnish to the applicable Funding Agent a certificate prepared in  good faith setting forth the basis and amount of each request by such Owner for such Taxes, and  such Funding Agent shall deliver a copy thereof to the Transferor, the Administrative Agent and  the Servicer.  A Funding Agent or the Administrative Agent claiming increased amounts under  this Section 8.2 for its own account for Taxes paid or payable by such Funding Agent or the                                         -142-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Administrative Agent, as applicable, will furnish to the Transferor and the Servicer a certificate  prepared in good faith setting forth the basis and amount of each request by the Funding Agent  or the Administrative Agent for such Taxes.  Any such certificate of an Owner or Funding Agent  or the Administrative Agent shall be conclusive absent manifest error.  Failure on the part of any  Owner or Funding Agent or the Administrative Agent to demand additional amounts pursuant to  this Section 8.2 with respect to any period shall not constitute a waiver of the right of such  Owner or Funding Agent or the Administrative Agent, as the case may be, to demand  compensation with respect to such period.  Each Owner agrees that it will not demand  compensation under this Section 8.2 for amounts incurred more than 180 days prior to the date of  demand, provided, that if the Regulatory Change giving rise to such increased amounts is  retroactive, then the 180-day period referred to above shall extend to include the period of  retroactive effect.  All such amounts shall be due and payable to such Funding Agent on behalf  of such Owner or to such Funding Agent or the Administrative Agent for its own account, as the  case may be, on the Payment Date following receipt by the Transferor of such certificate, if such  certificate is received by the Transferor at least five (5) Business Days prior to the Determination  Date related to such Payment Date and otherwise shall be due and payable on the following  Payment Date.         (c)   Each Owner and each Participant agrees that prior to the date on which the first  interest or fee payment hereunder is due thereto, it will deliver to the Transferor, the Servicer, the  applicable Funding Agent and the Administrative Agent (i) (x) if such Owner is not a “United  States person” as defined in Section 7701(a)(30) of the Internal Revenue Code, two duly  completed (in a manner reasonably satisfactory to the Transferor) copies of the U.S. Internal  Revenue Service Form W-8ECI, Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form  W-8EXP, or successor applicable forms required to evidence that the Owner is entitled to receive  payments under this Agreement without deduction or withholding of any United States federal  income taxes (or in the case of an assignee or Participant at a rate no greater than that applicable  to the related Owner if such Owner is entitled to receive amounts pursuant to this Section 8.2), or  (y) if such Owner is a “United States person,” a duly completed (in a manner reasonably  satisfactory to the Transferor) U.S. Internal Revenue Service Form W-9 or successor applicable  or required forms, and (ii) such other forms and information as may be required to confirm the  availability of any applicable exemption from United States federal, state or local withholding  and backup withholding taxes.  Each Owner also agrees to deliver to the Transferor, the Servicer,  the applicable Funding Agent and the Administrative Agent two further duly completed (in a  manner reasonably satisfactory to the Transferor) copies of such U.S. Internal Revenue Service  Form W-8ECI, Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8EXP or Form  W-9, as applicable, or such successor applicable forms or other manner of certification, as the  case may be, on or before the date that any such form expires or becomes obsolete or after the  occurrence of any event requiring a change in the most recent form previously delivered by it  hereunder, and such extensions or renewals thereof as may reasonably be requested by the  Servicer, the Transferor, a Funding Agent or the Administrative Agent, unless in any such case,  solely as a result of a change in treaty, law or regulation occurring prior to the date on which any                                         -143-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   such delivery would otherwise be required, the Owner is no longer eligible as a result of such  change to deliver the then-applicable form set forth above and so advises the Servicer, the  Transferor, the applicable Funding Agent and the Administrative Agent.          (d)   Each Owner agrees that it shall use commercially reasonable efforts to reduce or  eliminate any amount due under this Section 8.2, including but not limited to designating a  different lending office if such designation will eliminate or reduce any amount due under this  Section 8.2 and will not, in the reasonable opinion of such Owner, be unlawful or otherwise  disadvantageous to such Owner or inconsistent with its policies or result in any unreimbursed  cost or expense to such Owner or in an increase in the aggregate amount payable under Section  8.3 hereof.         (e)   If any Owner requests compensation under this Section 8.2, the Transferor may,  at its sole expense and effort, upon notice to such Owner, the related Funding Agent and the  Administrative Agent, request that such Owner assign and delegate, without recourse (in  accordance with and subject to the restrictions contained in Section 9.2 of this Agreement), all its  interests, rights (other than its existing rights to payments pursuant to this Section 8.2) and  obligations under this Agreement to an assignee that shall assume such obligations (which  assignee may be another Owner, if an Owner accepts such assignment), or if such Owner and its  related Funding Agent do not consent to such assignment, the Transferor may terminate such  Owner’s or the related Ownership Group’s interests, rights and obligations under this  Agreement; provided that (i) with respect to any such assignment described above, the  Transferor shall have received the prior written consent of the Funding Agent for the related  Owner and the Administrative Agent, such consent not to be unreasonably withheld, conditioned  or delayed, (ii) such assigning or terminated Owner shall have received payment of an amount  equal to the Net Investment, accrued yield thereon, accrued fees and all other amounts payable to  it hereunder or relating to this Agreement, and (iii) in the case of any such assignment resulting  from a claim for compensation under this Section 8.2, such assignment will result in a reduction  in such compensation or payments.  The Transferor shall not request that any Owner make any  such assignment and delegation if, prior thereto, as a result of a waiver by such Owner or  otherwise, the circumstances entitling the Transferor to request such assignment and delegation  cease to apply.         (f)   If a payment made hereunder to any Indemnified Party would be subject to  withholding tax imposed by FATCA if such Indemnified Party were to fail to comply with the  applicable reporting requirements of FATCA (including those contained in Section 1471(b) or  1472(b) of the Code, as applicable), such Indemnified Party (or the Funding Agent acting on its  behalf) shall deliver to the Transferor, the Servicer and the Administrative Agent at the time or  times prescribed by law and at such time or times reasonably requested by such persons such  documentation prescribed by applicable law and such additional documentation reasonably  requested by the Transferor or the Administrative Agent as may be necessary for such persons to  comply with their obligations under FATCA and to determine that such Indemnified Party has                                         -144-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   complied with such Indemnified Party’s obligations under FATCA or to determine the amount to  deduct and withhold from such payment.           (g)   If any Conduit Purchaser is an Indemnified Party and such Indemnified Party  enters into agreements for the acquisition of interests in receivables from Other Transferors, such  Indemnified Party shall allocate ratably among the Transferor and such Other Transferors any  amounts owing under this Section 8.2 which are attributable to the Transferor and to the Other  Transferors, which amounts shall be paid by the Transferor (“Section 8.2 Costs”), provided  further, that if such Section 8.2 Costs are attributable to the Transferor and not attributable to any  Other Transferor, the Transferor shall be solely liable for such Section 8.2 Costs or if such  Section 8.2 Costs are attributable to Other Transferors and not attributable to the Transferor, such  Other Transferors shall be solely liable for such Section 8.2 Costs.         Section 8.3 Additional Costs.  (a)  The Transferor shall, subject to Section 9.11(b), pay  to any Affected Party from time to time on demand of such Affected Party, such amounts as such  Affected Party may reasonably determine to be necessary to compensate it for any increase in  costs which any such party reasonably determines are attributable to its acquiring or committing  to acquire the Transferred Assets or maintaining all or any portion of the Net Investment under  this Agreement, or any reduction in any amount receivable by such Affected Party hereunder or  under the relevant Conduit Support Document (such increases in costs, payments and reductions  in amounts receivable being herein called “Additional Costs”) resulting from any Regulatory  Change or from time to time complying with, or implementing, any Regulatory Change, which  (i) changes the method or basis of taxation in the jurisdiction in which the party claiming  Additional Costs is organized or in which the party claiming Additional Costs maintains its  lending office for the transactions contemplated hereby of (A) any amounts payable to such  Affected Party, under this Agreement or any relevant Conduit Support Document or (B) such  amounts when considered together with any amounts to be paid by any Affected Party who is a  Conduit Purchaser in respect of its Commercial Paper or (ii) imposes or modifies any reserve,  special deposit, deposit insurance or assessment, capital or similar requirements relating to any  extensions of credit or other assets of, or any deposits with or other liabilities of, any Conduit  Purchaser, Committed Purchaser or Conduit Support Provider.  Notwithstanding the foregoing,  the Transferor shall not be required to make any payment under this Section 8.3 relating to (i)  any amount included in the computation of LIBOR, or (ii) increased expenses incurred, amounts  not received, or required payments made more than 60 days prior to the date of the certificate of  notice of such Additional Costs delivered by the Affected Party to the Transferor.  If at any time  a demand for payment is to be made pursuant to this Section 8.3(a), the applicable Affected Party  shall deliver to the Transferor a certificate in reasonable detail setting forth the amount to be paid  to such Affected Party at such time.         (b)   Determinations and allocations by the Affected Party for purposes of this Section  8.3 shall be conclusive in the absence of manifest error, provided that such determinations and  allocations are made in good faith and on a reasonable basis, reasonable written evidence  (including an explanation of the applicable Regulatory Change and a reasonably detailed                                        -145-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   computation of an accounting for any amounts demanded) of which shall be provided to the  Transferor upon request.         (c)   Anything in this Section 8.3 to the contrary notwithstanding, if the Affected Party  is a Conduit Purchaser and such Affected Party enters into agreements for the acquisition of  interests in receivables from Other Transferors, such Affected Party shall allocate ratably among  the Transferor and such Other Transferors the liability for any amounts under this Section 8.3  (“Section 8.3 Costs”) which are attributable to the Transferor and Other Transferors which  amounts shall be paid by the Transferor or the Other Transferors; provided, that if such Section  8.3 Costs are attributable to the Transferor and not attributable to any Other Transferor, the  Transferor shall be solely liable for such Section 8.3 Costs or if such Section 8.3 Costs are  attributable to Other Transferors and not attributable to the Transferor, such Other Transferors  shall be solely liable for such Section 8.3 Costs.         (d)   Each Affected Party agrees to promptly notify the Transferor or the Servicer, as  the case may be, if such Person receives notice of any potential tax assessment by any federal,  state or local tax authority for which the Transferor or the Servicer as the case may be, may be  liable pursuant to Section 8.2 or Section 8.3.  Each Owner and each Funding Agent further agree  that the Transferor and Finco shall bear no cost (including costs relating to penalties and interest)  relating to the failure of such Person to file in a timely manner any tax returns required to be  filed by such Person in accordance with applicable statutes and regulations.         (e)   Anything in this Section 8.3 to the contrary notwithstanding, Finco shall pay  topromptly following notice by any Affected Party to Finco stating that such Affected Party has  incurred any Additional Cost that is a CRR Cost pursuant to the terms of Section 3.7(jj)(iv)  incurred by such Affected Party by reason of Finco’s breach of its obligations under clause (i),  (ii) or (iii) of Section 3.7(jj), and identifying the breached obligation and setting forth the amount  of such CRR Cost together with a calculation thereof in reasonable detail, Finco shall pay to the  Administrative Agent for the account of such Affected Party the amount of such CRR Cost.         Section 8.4 Other Costs and Expenses.  The Transferor and Finco shall, subject to  Section 9.11(b), pay on demand all costs and expenses in connection with the preparation,  execution and delivery of this Agreement, each Related Document and the other documents to be  delivered hereunder, including, without limitation, reasonable fees and out-of-pocket expenses of  legal counsel for the Administrative Agent and the Funding Agents and with respect to advising  any Funding Agent, the Administrative Agent or any Owner as to its rights and remedies under  this Agreement and the other Related Documents, respectively, and all costs and expenses, if  any, including reasonable counsel fees and expenses in connection with the enforcement of this  Agreement and the other documents delivered hereunder.  The Transferor shall pay on demand  all costs and expenses in connection with the administration or amendment of this Agreement,  the other Related Documents and the other documents to be delivered hereunder, including,  without limitation, reasonable fees and out-of-pocket expenses of legal counsel for each Funding  Agent, the Administrative Agent and any Owner with respect thereto.  The Transferor and Finco                                        -146-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any  other Owner pursuant to its Conduit Support Document on account of any tax described in  Section 8.2 and applicable to such financial institution.                                    ARTICLE IX.                                  MISCELLANEOUS        Section 9.1 Term of Agreement.  This Agreement shall terminate following the  Termination Date when the Aggregate Net Investment has been reduced to zero, all accrued  Yield and Monthly Non-Use Fees have been paid in full and all other Aggregate Unpaids have  been reduced to zero; provided, however, that the indemnification and payment provisions of  Article VIII and the provisions of Sections 9.4, 9.5, 9.8, 9.9, 9.10, 9.11, 9.14 and this Section 9.1  shall be continuing and shall survive any termination of this Agreement, subject to applicable  statutes of limitation; provided further, however, that any such indemnification or payment claim  must be presented to the Transferor or Finco within sixty (60) days after the Affected Party  receives notice or otherwise becomes aware of such claim.         Section 9.2 Waivers; Amendments.  (a)  Subject to Section 9.2(c), the Required  Owners and the Administrative Agent may, in writing, from time to time, (x) enter into  agreements with the Transferor, Finco and TMUS amending, modifying or supplementing this  Agreement, and (y) in their sole discretion, grant waivers of the provisions of this Agreement or  consents to a departure from the due performance of the obligations of the Transferor, Finco or  TMUS under this Agreement; provided, however, that no amendment, waiver or consent shall,  unless in writing and signed by all of the Funding Agents:               (i)   change or waive the definitions of “Advance Amount,” “Aggregate        Advance Amount,” “Aggregate Net Investment,” “Amortization Date,” “Asset Base        Deficiency,” “Assurant Event,” “Change of Control,” “Commercial Paper Rate,”        “Consolidated Equity Ratio,” “Consolidated Leverage Ratio,” “Default Ratio,”        “Defaulted Receivable,” “Delinquency Ratio,” “Determination Date,” “Eligible Interest        Rate Cap,” “Eligible Receivable,” “Excess Concentrations,” “Jump Termination Event,”        “Nonconforming Jump Receivables,” “Servicer Default,” or any definition included in        Annex A (or any components of, or definitions used in, such definitions) contained in this        Agreement;               (ii)  reduce the Principal Distribution Amount, Yield, Program Fee or Monthly        Non-Use Fee that is payable on account of any Transferred Assets or delay any scheduled        date for payment thereof;               (iii) reduce fees, deposits or other amounts payable by the Transferor, Finco,        the Servicer or the Guarantor to the Funding Agents or the Owners or into the Collection        Account, or delay the dates on which they are payable;                                        -147-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






               (iv)  except as extended in accordance with the terms of this Agreement, extend        the Scheduled Expiry Date;                (v)   change or waive any of the provisions of Section 2.8(a), Section 2.8(d),        Section 2.17, Section 2.18, Section 2.19, Section 3.6(n), Section 3.6(p), Section 3.7(n),        Section 3.7(s), Section 3.7(t), Section 3.8(c), Section 3.8(i), Section 3.9(c), Section 3.9(j),        Section 3.10, Section 4.2, Section 4.3, Section 6.7(f), Section 6.8, Section 8.1(a)(xviii),        this Section 9.2, Section 9.9 or Section 9.11, the definition of “Required Owners”, or the        automatic occurrence effect of any of the Amortization Events contemplated by Sections        7.3(a), 7.3(j), 7.3(q) or 7.3(r);               (vi)  modify in any respect the Termination Events, Amortization Events or        Servicer Defaults or the provisions relating to the automatic occurrence of Termination        Events or Amortization Events in Section 7.1, Section 7.2 or Section 7.3;               (vii) release or otherwise waive the Guarantor’s performance of its obligations        pursuant to the Performance Guaranty; or               (viii) make any change that could reasonably be expected to impair the creation        or perfection of the security interest in favor of the Administrative Agent for the benefit        of the Owners.   and provided, further, that no amendment, waiver or consent shall increase the Ownership Group  Purchase Limit of any Ownership Group unless such amendment, waiver or consent is in writing  and signed by the Funding Agent for such Ownership Group and the related Conduit Purchaser  and Committed Purchaser.  Without limiting the generality of the foregoing, the parties hereto  acknowledge and agree that certain amendments, waivers and consents with respect to this  Agreement may require the consent of one or more Cap Counterparties, as and to the extent  provided in the related Eligible Interest Rate Caps.                 The Administrative Agent shall provide each Conduit Purchaser Rating Agency  with notice of each amendment, waiver or consent with respect to this Agreement.         (b)   Each Funding Agent shall provide a copy of any amendment, restatement,  supplement or other modification of any Conduit Support Document relating to the Transferred  Assets and its Ownership Group, which amendment, restatement, supplement or other  modification of the related Conduit Support Document materially affects the legal structure of  the related Conduit Purchaser as determined by the related Funding Agent in its sole discretion,   to the Transferor and the Servicer promptly after the date thereof; provided, that the failure to  provide any such copy shall not give rise to any claim, defense or other right other than the right  to receive such copy and, provided, further, that no copy of any extension of any such Conduit  Support Document need be provided to either such party.                                           -148-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         (c)   Notwithstanding anything in this Section 9.2 to the contrary, this Agreement may  be amended by the Servicer and the Transferor, by a written instrument signed by each of them,  without the consent of any of the Owners, the Funding Agents or the Administrative Agent, to (i)  cure any ambiguity, (ii) correct or supplement any provision herein or in any amendment hereto  that may be inconsistent with any other provision herein or in any amendment hereto, or (iii) add,  modify or eliminate such provisions as may be necessary or advisable in order to enable the  Transferor to avoid the imposition of state or local income or franchise taxes imposed on the  Transferor’s property or its income; provided, however, that the Transferor delivers to the  Administrative Agent and the Funding Agents an Officer’s Certificate to the effect that such  amendment does not affect the rights, duties or obligations of the Administrative Agent, the  Funding Agents or the Owners, and that such action will not have a Material Adverse Effect.         Section 9.3 Notices.  All communications and notices provided for hereunder shall be  in writing (including telecopy or electronic transmission or similar writing) and shall be given to  the other party or parties at its address, telecopy number or e-mail address (if an e-mail address is  provided) set forth hereunder or on Schedule I hereto or at such other address, telecopy number  or e-mail address as such party may hereafter specify for the purposes of notice to such party.   Each such properly given notice or other communication shall be effective when received.                                   If to the Transferor:                                        T-Mobile Handset Funding LLC                    12920 S.E. 38th Street                    Bellevue, WA  98006                    Attention:  Dirk Wehrse                    Facsimile No.: (425) 383-4840                                        With a copy to:                                        T-Mobile Financial LLC                    12920 SE 38th Street                    Bellevue, WA 98006                    Attention:  General Counsel                    Facsimile No.: (425) 383-4840                                        With a copy to:                                        Greenberg Traurig, LLP                    500 Campus Drive                    Suite 400                    Florham Park, NJ  07932                    Mayer Brown LLP                                        -149-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                     1221 Avenue of the Americas                    New York, NY 10020-1001                    Attention:  Peter HumphreysSagi Tamir                    Facsimile No.:  (973212) 301-8410849-5608                                                If to Finco:                                        T-Mobile Financial LLC                    12920 SE 38th Street                    Bellevue, WA 98006                    Attention:  Dirk Wehrse                    Facsimile No.: (425) 383-4840                                  With a copy to:                                        T-Mobile Financial LLC                    12920 SE 38th Street                    Bellevue, WA 98006                    Attention:  General Counsel                    Facsimile No.: (425) 383-4840                                        With a copy to:                                        Greenberg Traurig, LLP                    500 Campus Drive                    Suite 400                    Florham Park, NJ  07932                    Mayer Brown LLP                    1221 Avenue of the Americas                    New York, NY 10020-1001                    Attention:  Peter HumphreysSagi Tamir                    Facsimile No.:  (973212) 301-8410849-5608                            If to the Administrative Agent:                                        Royal Bank of Canada                    200 Vesey Street, 12th Floor                    New York, NY  10281                    Attention:  Securitization Finance                        Facsimile No.:  (212) 428-2304                                                             -150-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                     With a copy to:                                        RBC Capital Markets                    Two Little Falls Center                    2751 Centerville Road, Suite 212                    Wilmington, DE 19808                    Attention:  Securitization Finance                    Tel. No.:  (302) 892-5903                    Facsimile No.:  (302) 892-5900                                        With a copy to:                                        Morgan, Lewis & Bockius LLP                    1111 Pennsylvania Avenue, NW                    Washington, DC 20004                    Attention:  Cory E. Barry                    Facsimile No.:  (202) 739-3001                            Section 9.4 Governing Law; Submission to Jurisdiction.  THIS AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF  THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE  PERFORMED THEREIN, WITHOUT REFERENCE TO ITS CONFLICT OF LAW  PROVISIONS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK  GENERAL OBLIGATIONS LAW, AND OBLIGATIONS, RIGHTS AND REMEDIES OF  THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH  LAWS.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO THE  JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO  REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES  ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO  VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE  AFOREMENTIONED COURTS.         Section 9.5 WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT  HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY  APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE  RELATED DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND  THEREBY.         Section 9.6 Severability; Counterparts, Waiver of Setoff.  This Agreement may be  executed in any number of counterparts and by different parties hereto in separate counterparts,  each of which when so executed shall be deemed to be an original and all of which when taken                                        -151-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   together shall constitute one and the same Agreement.  Delivery of an executed counterpart of a  signature page to this Agreement by facsimile shall be effective as delivery of a manually  executed counterpart of this Agreement.  Any provisions of this Agreement which are prohibited  or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of  such prohibition or unenforceability without invalidating the remaining provisions hereof, and  any such prohibition or unenforceability in any jurisdiction shall not invalidate or render  unenforceable such provision in any other jurisdiction.  The Transferor and Finco hereby agree  to waive any right of setoff which it may have or to which it may be entitled against any Owner,  any Funding Agent or the Administrative Agent and their respective assets.  Each Owner, each  Funding Agent and the Administrative Agent hereby agree to waive any right of setoff which  they may have or to which they may be entitled against the Transferor or Finco and their  respective assets.           Section 9.7 Assignments and Participations.  (a)  Each Funding Agent, each of the  Conduit Purchasers and the Committed Purchasers and their respective assignees may assign  without any prior written consent, in whole or in part, its interest in the Transferred Assets and  rights and obligations hereunder to any Permitted Transferee.  To effectuate an assignment  hereunder, both the assignee and the assignor (including, as appropriate, the Conduit Purchaser,  its Committed Purchaser(s) and its Funding Agent) will be required to execute and deliver to the  Transferor, the Servicer and the Administrative Agent an Assignment and Assumption  Agreement.  Following any assignment in accordance with the foregoing criteria, the Ownership  Group Percentage and Ownership Group Purchase Limit of each Ownership Group hereunder  (after giving effect to the assignment) will be adjusted to such extent as may be necessary to  reflect such assignment (and Schedule I hereto shall be deemed to be amended accordingly).   Notwithstanding the foregoing, the applicable Conduit Support Documents shall govern the  ability of (i) a Conduit Purchaser to assign, participate, or otherwise transfer any portion of the  Transferred Assets (and the rights and obligations hereunder owned by it) to its Conduit Support  Providers and (ii) a Conduit Support Provider to assign, participate, or otherwise transfer any  portion of the Transferred Assets (and the rights and obligations hereunder) owned by such  Conduit Support Provider.  The Transferor and the Servicer hereby agree and consent to the  complete assignment by the applicable Owners of all of, or the grant of a security interest in (or  pledge of) all or any portion of, their respective rights under, interest in, title to and obligations  under this Agreement and the Related Documents to the respective collateral agent or trustee  under the applicable Conduit Purchaser’s Commercial Paper program, in each case without the  execution and delivery of an Assignment and Assumption Agreement.         (b)   None of the Transferor, Finco or the Servicer may assign its rights or obligations  hereunder or any interest herein without the prior written consent of all Funding Agents.         (c)   Any Owner may, in the ordinary course of its business and in accordance with  applicable law, at any time sell to one or more Persons who is a Permitted Transferee (each, a  “Participant”) participating interests in all or a portion of its rights and obligations hereunder.   Notwithstanding any such sale by an Owner of participating interests to a Participant, (i) such                                        -152-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Owner’s rights and obligations under this Agreement shall remain unchanged, (ii) such Owner  shall remain solely responsible for the performance hereof and thereof, and (iii) the Transferor,  the Servicer, the Administrative Agent, each other Owner and the Funding Agents shall continue  to deal solely and directly with such Owner in connection with such Owner’s rights and  obligations under this Agreement.  Each Owner agrees that any agreement between such Owner  and any such Participant in respect of such participating interest shall not restrict or condition  such Owner’s right to agree to any amendment, supplement, waiver or modification of this  Agreement.  The Transferor and the Servicer agree that each Participant shall be entitled to the  benefits of Article VIII as though they were Owners; provided, that all such amounts payable by  the Transferor or the Servicer to any such Participant shall be limited to the amounts which  would have been payable to the Owner selling such participating interest had such interest not  been sold.         (d)   Any Owner may at any time pledge or grant a security interest in all or any  portion of its rights (including, without limitation, rights to payment of principal and interest on  its Net Investment) under this Agreement and the Related Documents to secure obligations of  such Owner to a Federal Reserve Bank, the U.S. Treasury, the Federal Deposit Insurance  Corporation or the central bank of any nation or other political body in which it is domiciled or  located, and any Conduit Purchaser may assign all of, or the grant of a security interest in (or  pledge of) all or any portion of, such Conduit Purchaser’s respective rights under, interest in, title  to and obligations under this Agreement and the Related Documents to the respective collateral  agent or trustee under the applicable Conduit Purchaser’s Commercial Paper program, in each  case without the execution and delivery of an Assignment and Assumption Agreement, and  Sections 9.7(a) and 9.7(c) shall not apply to any such pledge or grant of a security interest  described in this clause (e); provided that no such pledge or grant of a security interest shall  release any Owner from any of its obligations hereunder or substitute any such pledgee or  grantee for such Owner as a party hereto.         Section 9.8 Confidentiality.  (a)  The parties shall treat as confidential this Agreement,  the transactions contemplated hereunder and any and all business and trade secrets and other  information received in connection with this Agreement or the performance thereof and  information about a party’s business or financial matters, technical information or any other  proprietary information relating to a party or its Affiliates and their respective operations,  businesses, technical know-how and financial affairs, that is obtained by the other party as a  result of the working relationship between the parties, whether obtained prior to or after the date  hereof (the “Confidential Information”) during the term of this Agreement and a further period of  two (2) years following its termination or expiration.  Confidential Information shall include,  without limitation, trade secrets, discoveries, ideas, concepts, know-how, techniques, designs,  specifications, drawings, maps, blueprints, diagrams, flow charts and any other technical,  financial, business or proprietary information of any kind or nature whatsoever.  The parties shall  not disclose any Confidential Information to anyone, except (a) any assignees, potential  assignees, the Administrative Agent, potential Participants, including without limitation any  successor Owner, Conduit Purchasers or any provider of liquidity, credit or equity support                                        -153-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   facilities or any financial advisor to, or for the account of, a Conduit Purchaser (including, if  applicable, the respective collateral agent or conduit trustee for its commercial paper program),  (b) any “nationally recognized statistical rating organization” (as defined in, or by reference to,  Rule 17g-5 under the Exchange Act (“Rule 17g-5”)) (each an “NRSRO”) by posting such  confidential information to a password-protected internet website accessible to each NRSRO in  connection with, and subject to the terms of, Rule 17g-5 and, without limiting the generality of  the foregoing, to each Conduit Purchaser Rating Agency, (c) the placement agents for any  Conduit Purchaser’s Commercial Paper, subject to the confidentiality agreements entered into  between such Conduit Purchaser and such placement agents, (d) in the case of the parties hereto  or the persons referred to in clauses (a) through (c) above, any of their respective directors,  managers, executives, employees, affiliates, auditors, lawyers, advisors, authorized agents and/or  duly appointed representatives who have a specific and reasonable interest in knowing, viewing  and using such Confidential Information and agree to be bound by the confidentiality provisions  of this Section 9.8, (e) as required by applicable law, rule, regulation or official direction, (f) as  required or requested by a regulatory authority with jurisdiction over such party, or (g) to the  extent such Confidential Information (x) becomes publicly available other than as a result of a  breach of this Section 9.8, or (y) becomes available to the Administrative Agent or any Owner or  any of their respective Affiliates on a nonconfidential basis from a source other than the  Transferor, the Servicer, or the Guarantor.         (b)   Notwithstanding anything to the contrary stated herein, the parties hereto agree  that they will be bound by the additional confidentiality provisions contained in Annex C hereto.         Section 9.9 No Bankruptcy Petition Against the Conduit Purchasers.  Each of the  parties hereto hereby covenants and agrees, for the benefit of the holders of the privately or  publicly placed indebtedness for borrowed money of any Conduit Purchaser, and any Committed  Purchaser that is also a Conduit Purchaser, prior to the date which is two years and one day after  the payment in full of all privately or publicly placed indebtedness for borrowed money of such  Conduit Purchaser or Committed Purchaser, not to acquiesce, petition or otherwise, directly or  indirectly, invoke, or cause to invoke, the process of any court or any other governmental  authority for the purpose of (i) commencing, or sustaining, a case against such Conduit Purchaser  or Committed Purchaser under any federal or state bankruptcy, insolvency or similar law  (including the Federal Bankruptcy Code), (ii) appointing a receiver, examiner, liquidator,  assignee, trustee, custodian, sequestrator or other similar official of such Conduit Purchaser, or  any substantial part of its property or (iii) ordering the winding up, examinership or liquidation  of the affairs of such Conduit Purchaser.         Section 9.10 Limited Recourse.  Notwithstanding anything to the contrary contained  herein, the obligations of any Conduit Purchaser under this Agreement are solely the corporate  obligations of such Conduit Purchaser and shall be payable only to the extent set forth in Section  9.11.  No recourse shall be had for the payment of any amount owing in respect of any obligation  of, or claim against, any Conduit Purchaser arising out of or based upon this Agreement against  any stockholder, employee, officer, director, member, manager or incorporator of such Conduit                                        -154-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Purchaser or any Affiliate thereof, against any dealer or placement agent for any Commercial  Paper, against any Funding Agent, the Administrative Agent or any Conduit Support Provider or  any stockholder, employee, officer, director, member, manager, incorporator or Affiliate of any  Funding Agent, the Administrative Agent or any Conduit Support Provider; provided, however,  that the foregoing shall not relieve any such Person or entity from any liability they might  otherwise have as a result of fraudulent actions or fraudulent omissions taken by them.         Section 9.11 Excess Funds.  (a)  No Conduit Purchaser shall be required to make  payment of the amounts required to be paid pursuant to this Agreement unless such Conduit  Purchaser has Excess Funds (as defined below).  In the event that any Conduit Purchaser does  not have Excess Funds, the excess of the amount due under this Agreement (and subject to this  Section 9.11) over the amount paid shall not constitute a “claim” against the Conduit Purchaser   as defined in Section 101(5) of the Federal Bankruptcy Code until such time, if any, as the  Conduit Purchaser shall have Excess Funds.  If at any time any Conduit Purchaser does not have  sufficient funds to make any payment due under this Agreement, then such Conduit Purchaser  may pay a lesser amount and make additional payments which in the aggregate equal the amount  of such deficiency as soon as possible thereafter.  The term “Excess Funds” of any Conduit  Purchaser shall mean the excess (redetermined daily based on the current available information)  of (a) the aggregate projected value of such Conduit Purchaser’s assets and other property  (including cash and cash equivalents), minus (b) the sum of (i) the sum of all scheduled  payments of principal, interest and any other scheduled amounts payable on publicly or privately  placed indebtedness of such Conduit Purchaser for borrowed money, plus (ii) the sum of all other  liabilities, indebtedness and other obligations of such Conduit Purchaser for borrowed money or  owed to any credit or liquidity provider, together with all unpaid interest then accrued thereon,  plus (iii) all taxes payable by such Conduit Purchaser to the Internal Revenue Service, plus (iv)  all other indebtedness, liabilities and obligations of such Conduit Purchaser then due and  payable; provided, however, that the amount of any liability, indebtedness or obligation of such  Conduit Purchaser shall not exceed the projected value of the assets to which recourse for such  liability, indebtedness or obligation is limited; provided further, however, in determining Excess  Funds, a determination will be made by the related Funding Agent once each Business Day;  provided further, however, that so long as there are any Excess Funds, then all amounts reflected  in such calculation may be paid on such Business Day if then due and payable; provided further,  however, that if there are no Excess Funds, then the payment of any amount which may be paid  only if there are Excess Funds shall not be paid until there are Excess Funds.  Nothing in this  Section 9.11 shall restrict or limit the right of the Transferor to receive or make claim for  payments of Deferred Purchase Price to the extent funds are available to pay Deferred Purchase  Price pursuant to Section 2.8(d)(i)(I).         (b)   The Transferor shall not be required to make payment of the amounts required to  be paid pursuant to this Agreement unless the Transferor has funds available to make such  payment.  In the event that the Transferor does not have funds available to make any such  payment, the excess of the amount due under this Agreement (and subject to this Section 9.11)  over the amount paid shall not constitute a “claim” against the Transferor as defined in Section                                        -155-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   101(5) of the Federal Bankruptcy Code until such time, if any, as the Transferor shall have funds  available to make such payment.  If at any time the Transferor does not have sufficient funds to  make any payment due under this Agreement, then the Transferor may pay a lesser amount and  make additional payments which in the aggregate equal the amount of such deficiency as soon as  possible thereafter.  In determining whether the Transferor has funds available to make payment  of the amounts required to be paid pursuant to this Agreement, a determination will be made by  the Transferor once each Business Day; provided, that so long as there are any funds available,  then all amounts reflected in such calculation may be paid on such Business Day if then due and  payable; provided further, however, that if there are no funds available, then the payment of any  amount which may be paid only if there are funds available shall not be paid until there are funds  available.  For the avoidance of doubt, this Section 9.11(b) shall not prevent the occurrence of  any Amortization Event or Termination Event which would otherwise occur in the absence of  this Section 9.11(b).         Section 9.12 Conflict Waiver.  Royal Bank of Canada, each Funding Agent, each  Owner and their respective Affiliates may generally engage in any kind of business with the  Transferor or Finco or any Obligor, any of their respective Affiliates and any Person who may do  business with or own securities of the Transferor, Finco or any Obligor or any of their respective  Affiliates, all as if such parties did not have the agency agreements contemplated by this  Agreement and without any duty to account therefor hereunder or in connection herewith.          Section 9.13 Funding Notices and Receivables Schedule.  Any references to this  Agreement herein shall, wherever applicable, be read to include each Funding Notice and  Receivables Schedule, as updated from time to time.         Section 9.14 Recourse Limited to Transferred Receivables; Subordination.  (a)  The  obligations of the Transferor under this Agreement are obligations solely of the Transferor and  shall not constitute a claim against the Transferor to the extent that the Transferor does not have  funds sufficient to make payment of such obligations.  The Administrative Agent, each Funding  Agent, each Owner and each other Affected Party acknowledge and agree that they have no  interest in any assets of the Transferor other than the Transferred Assets, the Related Rights and  other property conveyed to them pursuant to Section 2.1.  In furtherance of and not in derogation  of the foregoing, to the extent the Transferor enters into other securitization transactions, the  Administrative Agent, each Funding Agent, each Owner and each other Affected Party  acknowledge and agree that they shall have no right, title or interest in or to Other Assets.  To the  extent that, notwithstanding the agreements and provisions contained in the preceding sentences  of this subsection, the Administrative Agent, any Funding Agent, any Owner or any other  Affected Party either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is  deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by  operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise  (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor  provision having similar effect under the Federal Bankruptcy Code), then the Administrative  Agent, each Funding Agent, each Owner and each other Affected Party further acknowledge and                                        -156-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   agree that any such interest, claim or benefit in or from Other Assets is and shall be expressly  subordinated to the indefeasible payment in full of all obligations and liabilities of the Transferor  which, under the terms of the relevant documents relating to the securitization of such Other  Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such  Other Assets (whether or not any such entitlement or security interest is legally perfected or  otherwise entitled to a priority of distribution or application under applicable law, including  insolvency laws, and whether asserted against the Transferor), including the payment of post- petition interest on such other obligations and liabilities. This subordination agreement shall be  deemed a subordination agreement within the meaning of Section 510(a) of the Federal  Bankruptcy Code. The Administrative Agent, each Funding Agent, each Owner and each other  Affected Party further acknowledges and agrees that no adequate remedy at law exists for a  breach of this Section 9.14 and the terms of this Section 9.14 may be enforced by an action for  specific performance.         (b)   The provisions of this Section 9.14 shall be for the third party benefit of those  entitled to rely thereon and shall survive the termination of this Agreement.         (c)   The Transferor covenants and agrees that if it enters into securitization  transactions with respect to Other Assets, it shall cause the appropriate documentation with  respect thereto to include provisions substantially similar to those contained in this Section 9.14  pursuant to which the Person(s) to which Other Assets are conveyed disclaims (and  subordinates) any interest it may have in the assets of the Transferor other than the specific Other  Assets related to such securitization.         Section 9.15 Integration.  This Agreement and the other Related Documents contain the  final and complete integration of all prior expressions by the parties hereto with respect to the  subject matter hereof and shall constitute the entire understanding among the parties hereto with  respect to the subject matter hereof superseding all prior oral or written understandings.         Section 9.16 Tax Characterization.  Each party to this Agreement (a) acknowledges and  agrees that it is the intent of the parties to this Agreement that, for U.S. federal income tax  purposes and for state and local income tax and transactional tax purposes, the interest in the  Transferred Assets will be treated as evidence of indebtedness secured by the Transferred  Receivables and Related Rights, (b) agrees, except as otherwise required by applicable law, to so  treat the Transferred Assets as indebtedness for U.S. federal income tax purposes and for state  and local income tax and transactional tax purposes and (c) agrees that the provisions of this  Agreement and all Related Documents shall be construed to further these intentions of the parties  as it relates to these tax characterizations.         Section 9.17 Right of First Refusal.  Subject to the terms and restrictions set forth  herein, except following any Insolvency Event of the Transferor, Finco or the Guarantor, the  parties hereto hereby agree and acknowledge that to the extent the Administrative Agent (for the  benefit of the Owners) has the ability to sell, transfer or assign all or part of the Transferred                                        -157-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Receivables, the Administrative Agent (for the benefit of the Owners) shall offer the Transferor a  right of first refusal to purchase such Transferred Receivables in cash at a purchase price equal to  or greater than the price at which the Administrative Agent could sell such Transferred  Receivables to another Person pursuant to a bona fide offer, but not less than the fair market  value of such Transferred Receivables; provided, that the Transferor shall be deemed to have  rejected such right of first refusal if the Transferor does not notify the Administrative Agent in  writing of its acceptance within two (2) Business Days of notification by the Administrative  Agent and promptly arrange for payment therefor.         Section 9.18 Acknowledgement and Consent to Bail-In of EEAAffected Financial  Institutions.  Notwithstanding anything to the contrary in this Agreement, any other Related  Document or in any other agreement, arrangement or understanding among any such parties,  each party hereto acknowledges that any liability of any EEAAffected Financial Institution  arising under this Agreement or any Related Document, to the extent such liability is unsecured,  may be subject to the write-down and conversion powers of an EEAthe applicable Resolution  Authority and agrees and consents to, and acknowledges and agrees to be bound by:         (a)   the application of any Write-Down and Conversion Powers by an EEAthe  applicable Resolution Authority to any such liabilities arising hereunder which may be payable  to it by any party hereto that is an EEAAffected Financial Institution; and         (b)   the effects of any Bail-In Action on any such liability, including, if applicable:               (i)   a reduction in full or in part or cancellation of any such liability;               (ii)  a conversion of all, or a portion of, such liability into shares or other        instruments of ownership in such EEAAffected Financial Institution, its parent        undertaking, or a bridge institution that may be issued to it or otherwise conferred on it,        and that such shares or other instruments of ownership will be accepted by it in lieu of        any rights with respect to any such liability under this Agreement or any other Related        Document; or               (iii) the variation of the terms of such liability in connection with the exercise        of the write-down and conversion powers of any EEAthe applicable Resolution        Authority.         Section 9.19 No Novation. Each of the parties hereto agrees that is their intention that  nothing in this Agreement shall be construed to extinguish, release or discharge or constitute,  create or effect a novation of (a) any of the prior obligations of the parties hereto or any other  party, or (b) any security interest or lien granted to the Administrative Agent.                                          -158-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                    ARTICLE X.                THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS        Section 10.1 Authorization and Action.  (a)  Each Funding Agent and each Owner  hereby appoints Royal Bank of Canada, as Administrative Agent hereunder and authorizes the  Administrative Agent to take such actions as agent on its behalf and to exercise such powers as  are delegated to the Administrative Agent by the terms hereof, together with such powers as are  reasonably incidental thereto.  When requested to do so by any Funding Agent or Funding  Agents and/or any Owner or Owners (as the context herein requires or allows), the  Administrative Agent shall take such action or refrain from taking such action as such Person or  Persons, as the case may be, shall direct under or in connection with or on any matter relating to  the Transferor, the Servicer or Finco, this Agreement and all Related Documents.  In the event of  a conflict between a determination or calculation made by the Administrative Agent and a  determination or calculation made by the Owners or the Funding Agents, the determination or  calculation of the Owners or the Funding Agents, as the case may be, shall control absent  manifest error.          (b)   Each Owner hereby accepts the appointment of the related Funding Agent  specified on Schedule I hereto as its Funding Agent hereunder, and authorizes such Funding  Agent to take such action on its behalf under the provisions of this Agreement and to exercise  such powers and perform such duties as are expressly delegated to such Funding Agent by the  terms of this Agreement, if any, together with such other powers as are reasonably incidental  thereto.         (c)   Except for actions which the Administrative Agent or any Funding Agent is  expressly required to take pursuant to this Agreement or any Conduit Support Document, neither  the Administrative Agent nor any Funding Agent shall be required to take any action which  exposes the Administrative Agent or such Funding Agent to personal liability or which is  contrary to applicable law unless the Administrative Agent or such Funding Agent shall receive  further assurances to its satisfaction from the Owners of the indemnification obligations under  Section 10.6 against any and all liability and expense which may be incurred in taking or  continuing to take such action.  The Administrative Agent agrees to give to each Funding Agent  and each Owner prompt notice of each notice and determination given to it by the Transferor, the  Servicer or Finco, pursuant to the terms of this Agreement.  Each Funding Agent agrees to give  the Administrative Agent and such Funding Agent’s respective Conduit Purchasers, Committed  Purchasers and Conduit Support Providers prompt notice of each notice and determination given  to it by the Transferor, Finco, the Servicer or the Administrative Agent, pursuant to the terms of  this Agreement.  Notwithstanding the foregoing, neither the Administrative Agent nor any  Funding Agent shall be deemed to have knowledge or notice of the occurrence of any Servicer  Default, Potential Servicer Default, Amortization Event, Potential Amortization Event,  Termination Event or Potential Termination Event unless the Administrative Agent or such  Funding Agent has received written notice from an Owner, any other Funding Agent, the                                        -159-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Transferor, the Servicer or Finco referring to this Agreement, describing such Servicer Default,  Potential Servicer Default, Amortization Event, Potential Amortization Event, Termination  Event or Potential Termination Event and stating that such notice is a “notice of a Servicer  Default,” “notice of Potential Servicer Default,” “notice of Amortization Event,” “notice of  Potential Amortization Event,” “notice of Termination Event,” or “Notice of Potential  Termination Event” as the case may be.  Subject to Section 10.7, the appointment and authority  of the Administrative Agent hereunder shall terminate at the later to occur of (i) the payment to  (A) each Owner and each Funding Agent of all amounts owing to such Owner and Funding  Agent hereunder and (B) the Administrative Agent of all amounts due hereunder and (ii) the  termination of this Agreement.         Section 10.2 UCC Filings.  The Owners, the Funding Agents, the Transferor and Finco  expressly recognize and agree that the Administrative Agent may be listed as the assignee or  secured party of record on, and the Owners and the Funding Agents expressly authorize the  Administrative Agent to execute and file on their behalf as their agent, the various UCC filings  required to be made hereunder and under this Agreement and the Related Documents in order to  perfect and protect the Administrative Agent’s security interest (for the benefit of the Owners) in  the Transferred Assets, that such listing and/or execution shall be for administrative convenience  only in creating a record or nominee holder to take certain actions hereunder on behalf of the  Administrative Agent, the Owners and the Funding Agents and that such listing and/or execution  will not affect in any way the status of the Administrative Agent, the Owners and the Funding  Agents as the beneficial holders of the security interest in the Transferred Assets.  In addition,  such listing, execution or filing shall impose no duties on the Administrative Agent other than  those expressly and specifically undertaken in accordance with this Article X.         Section 10.3 Administrative Agent’s and Funding Agents’ Reliance, Etc.  (a)  Neither  the Administrative Agent, nor any Funding Agent nor any of their respective directors, officers,  agents or employees shall be liable for any action taken or omitted to be taken by it or them as  Administrative Agent or Funding Agent under or in connection with this Agreement (including,  without limitation, the Administrative Agent’s servicing, administering or collecting Transferred  Receivables as Servicer pursuant to Article VI), except for its or their own gross negligence or  willful misconduct.  Without limiting the foregoing, the Administrative Agent and each Funding  Agent:  (i) may consult with legal counsel, independent public accountants and other experts  selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it  in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or  representation to any Owner and shall not be responsible to any Owner for any statements,  warranties or representations made by the Transferor or Finco in connection with this Agreement  or any Related Document; (iii) shall not have any duty to ascertain or to inquire as to the  performance or observance of any of the terms, covenants or conditions of this Agreement or any  Related Document on the part of the Transferor or Finco or to inspect the property (including the  books and records) of the Transferor or Finco; (iv) shall have no responsibility to any Owner for  the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this  Agreement, any Related Document or any other instrument or document furnished pursuant                                        -160-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any  Related Document by acting upon any notice (including notice by telephone), consent, certificate  or other instrument or writing (which may be by telex or electronic means) believed by it in good  faith to be genuine and signed or sent by the proper party or parties.         (b)   Each Funding Agent shall determine with the related Owners in its Ownership  Group the manner in which each such Owner shall request or direct such Funding Agent to take  action, or refrain from taking action, under this Agreement and the Related Documents on behalf  of such Owner.  Such Funding Agent shall in all cases be fully protected in acting, or in  refraining from acting, under this Agreement in accordance with such determination, and such  request and any action taken or failure to act pursuant thereto shall be binding upon such  Funding Agent’s related Owners.         (c)   Unless otherwise advised in writing by a Funding Agent or by any Owner on  whose behalf such Funding Agent is purportedly acting, each party to this Agreement may  assume that (i) such Funding Agent is acting for the benefit of the Conduit Purchaser, the  Committed Purchaser and/or the Conduit Support Provider(s) in its related Ownership Group, as  well as for the benefit of each assignee or transferee of any of them and (ii) such action taken by  such Funding Agent has been duly authorized and approved by all necessary action on the part of  the Owners on whose behalf it is purportedly acting.  The Owners in each Ownership Group  shall have the right to designate a new Funding Agent (which may be itself) to act on their behalf  and on behalf of their respective assignees and transferees for purposes of this Agreement by  giving to the Administrative Agent and the Transferor written notice thereof signed by such  Owner(s) and the newly designated Funding Agent; provided, however, if such new Funding  Agent is not an Affiliate of a Funding Agent that is party hereto, any such designation of a new  Funding Agent shall require the consent of the Transferor, which consent shall not be  unreasonably withheld or delayed.  Such notice shall be effective when receipt thereof is  acknowledged by the Administrative Agent, which acknowledgement the Administrative Agent  shall not unreasonably delay giving, and thereafter the party named as such therein shall be the  Funding Agent for such Ownership Group under this Agreement.  Each Funding Agent and its  related Owner shall agree among themselves as to the circumstances and procedures for removal  and resignation of such Funding Agent.         Section 10.4 Non-Reliance on the Administrative Agent and the Funding Agents.   Without limiting the generality of any other provision of this Agreement:         (a)   Each of the Owners and the Funding Agents expressly acknowledges that neither  the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact  or Affiliates has made any representations or warranties to it and that no act by the  Administrative Agent hereinafter taken, including any review of the affairs of the Transferor or  Finco, shall be deemed to constitute any representation or warranty by the Administrative Agent  to any such Person.  Each of the Owners and the Funding Agents represents to the  Administrative Agent that it has, independently and without reliance upon the Administrative                                        -161-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Agent or any other Owner or Funding Agent and based on such documents and information as it  has deemed appropriate, made its own appraisal of and investigation into the business,  operations, property, financial and other condition and creditworthiness of the Transferor and  Finco and made its own decision to enter into this Agreement.  Each of the Owners and the  Funding Agents also represents that it will, independently and without reliance upon the  Administrative Agent or any other Owner or Funding Agent, and based on such documents and  information as it shall deem appropriate at the time, continue to make its own credit analysis,  appraisals and decisions in taking or not taking action under this Agreement and the other  Related Documents, and to make such investigation as it deems necessary to inform itself as to  the business, operations, property, financial and other condition and creditworthiness of the  Transferor and Finco.  Except for notices, reports and other documents expressly required to be  furnished to the Funding Agents and the Owners by the Administrative Agent hereunder, the  Administrative Agent shall not have any duty or responsibility to provide any Owner or any  Funding Agent with any credit or other information concerning the business, operations,  property, condition (financial or otherwise), prospects or creditworthiness of the Transferor or  Finco which may come into the possession of the Administrative Agent or any of its officers,  directors, employees, agents, attorneys-in-fact or Affiliates.         (b)   Each of the Conduit Support Providers shall be deemed to acknowledge that  neither its Funding Agent (or any other Funding Agent) nor any of its officers, directors,  employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it  and that no act by its Funding Agent (or any other Funding Agent) hereinafter taken, including  any review of the affairs of the Transferor or Finco shall be deemed to constitute any  representation or warranty by any Funding Agent to any such Person.  Each of the Conduit  Support Providers represents to the Funding Agents that it has, independently and without  reliance upon its Funding Agent or any other Conduit Support Providers or Funding Agents and  based on such documents and information as it has deemed appropriate, made its own appraisal  of and investigation into the business, operations, property, financial and other condition and  creditworthiness of the Transferor and Finco and made its own decision to enter into the Conduit  Support Document relating to this Agreement.  Each of the Conduit Support Providers also  represents that it will, independently and without reliance upon its Funding Agent or any other  Conduit Support Providers or Funding Agents, and based on such documents and information as  it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and  decisions in taking or not taking action under this Agreement, the related Conduit Support  Document and the Related Documents, and to make such investigation as it deems necessary to  inform itself as to the business, operations, property, financial and other condition and  creditworthiness of the Transferor and Finco.  Except for notices, reports and other documents  expressly required to be furnished to any Conduit Support Providers by its Funding Agent  hereunder, no Funding Agent shall have any duty or responsibility to provide any Conduit  Support Providers with any credit or other information concerning the business, operations,  property, condition (financial or otherwise), prospects or creditworthiness of the Transferor or                                          -162-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   Finco which may come into the possession of such Funding Agent or any of its officers,  directors, employees, agents, attorneys-in-fact or Affiliates.         Section 10.5 Administrative Agent, Funding Agents and Affiliates.  Any Funding  Agent may act as a Committed Purchaser, the Administrative Agent, a Funding Agent and a  Conduit Support Provider for its related Conduit Purchaser, and the issuing and paying agent for  its related Conduit Purchaser’s Commercial Paper and may provide other services or facilities  from time to time.  Without limiting the generality of Section 9.12, each of the parties hereto  hereby acknowledges and consents to any and all such roles of any Funding Agent, waives any  objections it may have to any actual or potential conflicts of interest caused by such Funding  Agent’s acting as or maintaining any of such roles, and agrees that in connection with any such  role, such Funding Agent may take, or refrain from taking, any action which it in its discretion  deems appropriate.         Section 10.6 Indemnification.  Each Owner (proportionately in accordance with its  Owner’s Percentage and the relevant Ownership Group Percentage) other than any Conduit  Purchaser, severally agrees to indemnify the Administrative Agent (to the extent not indemnified  by the Transferor or Finco), from and against any and all liabilities, obligations, losses, damages,  penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature  whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent  in any way relating to or arising out of this Agreement, the Sale Agreement or any other Related  Document or any action taken or omitted to be taken by the Administrative Agent as the case  may be, under this Agreement, the Sale Agreement or any other Related Document; provided,  that (i) an Owner shall not be liable for any portion of such liabilities, obligations, losses,  damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting or  arising from the gross negligence or willful misconduct of the Administrative Agent, and (ii) an  Owner shall not be liable for any amount in respect of any compromise or settlement of any of  the foregoing unless such compromise or settlement is approved by such Owner or, if  appropriate, its related Funding Agent.  Without limitation of the generality of the foregoing,  each Owner (proportionately in accordance with its Owner’s Percentage and the relevant  Ownership Group Percentage), other than any Conduit Purchaser, agrees to reimburse the  Administrative Agent (to the extent not reimbursed by the Transferor or Finco), promptly upon  demand, for any reasonable out-of-pocket expenses (including reasonable counsel fees) incurred  by the Administrative Agent in connection with the administration, modification, amendment or  enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in  respect of rights or responsibilities under, this Agreement, the Sale Agreement or any other  Related Document; provided, that an Owner shall not be responsible for the costs and expenses  of the Administrative Agent in defending itself against any claim alleging the gross negligence or  willful misconduct of the Administrative Agent to the extent such gross negligence or willful  misconduct is determined by a court of competent jurisdiction in a final and non-appealable  decision.                                          -163-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         Section 10.7 Successor Administrative Agent.  (a)  The Administrative Agent may  resign at any time by giving at least ninety (90) days’ written notice thereof to the Funding  Agents, the Transferor and Finco.  Upon any such resignation, the Required Owners shall have  the right to appoint a successor Administrative Agent approved by the Transferor (which  approval will not be unreasonably withheld or delayed).  If no successor Administrative Agent  shall have been so appointed by the Required Owners (and approved by the Transferor) and shall  have accepted such appointment within ninety (90) days after the retiring Administrative Agent’s  giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the  Owners and the Funding Agents, appoint a successor Administrative Agent which, if such  successor Administrative Agent is not an Affiliate of any of the Funding Agents, is approved by  the Transferor (which approval will not be unreasonably withheld or delayed), and which  successor Administrative Agent shall be (x) either (i) a commercial bank having a combined  capital and surplus of at least $250,000,000, (ii) an Affiliate of such a bank, or (iii) an Affiliate of  Royal Bank of Canada, and (y) experienced in the types of transactions contemplated by this  Agreement.           (b)   The Owners, acting unanimously through their respective Funding Agents  (excluding the Administrative Agent and the related Funding Agent and Owner), may replace the  Administrative Agent by giving written notice to the Administrative Agent.  Any such  replacement Administrative Agent shall be appointed and subject to the prior written approval of  all Owners (excluding the Administrative Agent and the related Funding Agent and Owner),  which approval shall not be unreasonably withheld or delayed.  The replacement Administrative  Agent shall notify the Transferor and the Servicer of such replacement.         (c)   The Transferor may replace the Administrative Agent by giving written notice to  the Administrative Agent, the Funding Agents and Finco at least one hundred twenty (120) days  prior to the then current Scheduled Expiry Date.  Any such replacement Administrative Agent  shall be subject to the prior written approval of the Required Owners, which approval shall not  be unreasonably withheld or delayed.  If the Required Owners have not approved a replacement  Administrative Agent on or before the then current Scheduled Expiry Date, the Administrative  Agent shall continue to serve in such capacity until it resigns in accordance with Section 10.7(a)  or is replaced in accordance with this Section 10.7(c).           (d)   Upon the acceptance of any appointment as Administrative Agent hereunder by a  successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to  and become vested with all of the rights, powers, privileges and duties of the retiring or replaced  Administrative Agent, and the retiring or replaced Administrative Agent shall be discharged  from its duties and obligations under this Agreement.  After any retiring or replaced  Administrative Agent’s resignation or replacement hereunder as Administrative Agent, the  provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken  by it while it was Administrative Agent under this Agreement.                                          -164-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         Section 10.8 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.                                [Signature pages follow]                                                                                   -165-   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                              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/ Dirk Wehrse                                                              Name: Dirk Wehrse                                            Title: Senior Vice President, Treasury &                                                           Treasurer                                                                                                                           T-MOBILE FINANCIAL LLC,                                         in its individual capacity and as Servicer                                                                                                                           By:   /s/ Dirk Wehrse                                                              Name: Dirk Wehrse                                            Title: Assistant Treasurer                                                                                                                           T-MOBILE US, INC.,                                         in its individual capacity with respect to Section                                         2.15(b) and as Guarantor                                                                                                                           By:   /s/ Dirk Wehrse                                                              Name: Dirk Wehrse                                            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/ Dirk Wehrse                                                              Name: Dirk Wehrse                                            Title: Senior Vice President, Treasury &                                                           Treasurer                                                                  [Signature Page to Third A&R Receivables Purchase and Administration Agreement]  736153181 19632398 





 






                                          ROYAL BANK OF CANADA,                                          as Administrative Agent                                                                                                                           By:   /s/ Thomas C. Dean                                                           Name:  Thomas C. Dean                                            Title:    Authorized Signatory                                                                                                                           OLD LINE FUNDING, LLC,                                         as a Conduit Purchaser                                                                                  By: Royal Bank of Canada, as                                            Attorney-in-Fact                                                                                                                           By:   /s/ Thomas C. Dean                                                           Name:  Thomas C. Dean                                            Title:    Authorized Signatory                                                                                  ROYAL BANK OF CANADA,                                         as a Committed Purchaser                                                                                                                           By:   /s/ Thomas C. Dean                                                           Name:  Thomas C. Dean                                            Title:    Authorized Signatory                                                                                  By: /s/ Lisa Wang                                                                  Name: Lisa Wang                                            Title:   Authorized Signatory                                                                                                                           ROYAL BANK OF CANADA,                                         as a Funding Agent                                                                                                                           By:   /s/ Thomas C. Dean                                                           Name:  Thomas C. Dean                                            Title:    Authorized Signatory                                                                            [Signature Page to Third A&R Receivables Purchase and Administration Agreement]  736153181 19632398 





 






                                          LANDESBANK HESSEN-THÜRINGEN                                         GIROZENTRALE,                                         as a Committed Purchaser                                                                                                                           By:  /s/ Bjoern Mollner                                                        Name:  Bjoern Mollner                                         Title:    Senior Vice President / SVP                                                                                                                           By:  /s/ Bjorn Reinecke                                                        Name:  Bjorn Reinecke                                         Title:    Senior Analyst                                                                                   LANDESBANK HESSEN-THÜRINGEN                                         GIROZENTRALE,                                         as Funding Agent                                                                                                                           By:  /s/ Bjoern Mollner                                                        Name:  Bjoern Mollner                                         Title:    Senior Vice President / SVP                                                                                                                           By:  /s/ Bjorn Reinecke                                                        Name:  Bjorn Reinecke                                         Title:    Senior Analyst                                           [Signature Page to Third A&R Receivables Purchase and Administration Agreement]  736153181 19632398 





 






                                                                                                                        GOTHAM FUNDING CORPORATION,                                         as a Conduit Purchaser                                                                                  By:   /s/ Kevin J. Corrigan                                                        Name:  Kevin J. Corrigan                                            Title:    Vice President                                                                                                                           MUFG BANK, LTD.,                                         as a Committed Purchaser                                                                                                                           By:   /s/ Akira Kawashima                                                          Name:  Akira Kawashima                                            Title:    Managing Director                                                                                                                           MUFG BANK, LTD.,                                         as a Funding Agent                                                                                                                           By:   /s/ Akira Kawashima                                                          Name:  Akira Kawashima                                            Title:    Managing Director                                                    [Signature Page to Third A&R Receivables Purchase and Administration Agreement]  736153181 19632398 





 






                                                                                                                        STARBIRD FUNDING CORPORATION,                                         as a Conduit Purchaser                                                                                  By:  /s/ David V. DeAngelis                                                  Name:  David V. DeAngelis                                            Title:    Vice President                                                                                   BNP PARIBAS,                                         as a Committed Purchaser                                                                                                                           By:  /s/ Chris Fukuoka                                                    Name:  Chris Fukuoka                                         Title:    Vice President                                                                                  By:  /s/ Andrew Stratos                                                   Name:  Andrew Stratos                                         Title:    Director                                                                                  BNP PARIBAS,                                         as Funding Agent                                                                                                                           By:  /s/ Chris Fukuoka                                                    Name:  Chris Fukuoka                                         Title:    Vice President                                                                                  By:  /s/ Andrew Stratos                                                   Name:  Andrew Stratos                                         Title:    Director                                                                                                              [Signature Page to Third A&R Receivables Purchase and Administration Agreement]  736153181 19632398 





 






                                                                                                                                                     EXHIBIT A                                                                                               FORM OF ASSIGNMENT AND ASSUMPTION 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 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.         SECTION 1.  Assignment  and  Assumption.   In  consideration  of  the  payment  of  $                      by  the  Assignee  to  the  Assignor,  the  receipt  and  sufficiency  of  which  payment  are  hereby  acknowledged, effective on                   , 20_   (the “Effective Date”), the Assignor hereby assigns  to the Assignee [(or to                  (the “Assignee’s Funding Agent”) for the benefit of the Assignee)]  without  recourse  and  (except  as  provided  below)  without  representation  or  warranty,  and  the  Assignee hereby purchases and assumes, an undivided         % interest in the Assignor’s Net  Investment, together with the Assignor’s related undivided interest in the Transferred Assets (and  the rights and obligations under the Receivables Purchase Agreement).  The Assignor represents  and warrants to the Assignee that (i) it is the Owner of the portion of the Net Investment assigned  hereby and (ii) it has not created any Lien upon or with respect to the portion of the Net Investment  assigned hereby.  The Assignee represents to the Assignor, the Transferor, the Servicer and TMUS  that its related Conduit Purchaser, if any, is a Multi-Seller Conduit.         SECTION 2.  Effect  of  Assignment.   (a)  From  and  after  the  Effective  Date,  (i)  the  Assignee (and the other members of its Ownership Group) shall be a party to and be bound by all  of  the  terms  of  the  Receivables  Purchase  Agreement  and  shall,  to  the  extent  of  the  interests  assigned pursuant to this Assignment, have the rights and obligations of an Owner thereunder and  (ii) to the extent of the interests assigned pursuant to this Assignment, the Assignor shall relinquish  its rights and be released from its obligations under the Receivables Purchase Agreement.  Without  limiting the generality of this Section 2(a), the Assignee acknowledges receipt of a copy of Section  9.8 of the Receivables Purchase Agreement and agrees to be bound thereby.         (b)   After giving effect to the assignment effected by this Assignment, (i) the Assignor’s        Ownership Group Purchase Limit shall be $                , its Owner’s Percentage of its        Ownership Group Purchase Limit shall be %  ,  its  Net  Investment  will  be        $_________ and its Ownership Group Percentage [(based on information provided by the        Administrative Agent)] shall be         %, (ii) the Assignee’s Ownership Group shall consist                                                                             Exhibit A-1  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






         of  the  Assignee,  as  Conduit  Purchaser,  the  Assignee’s  Funding  Agent,  as  its  Funding        Agent, [                ], as its Committed Purchaser and each related Owner, and (iii) the        Assignee’s initial Ownership Group Purchase Limit shall be $                  , its initial Owner’s        Percentage shall be %    and  its  initial  Ownership  Group  Percentage  [(based  on        information provided by the Assignor)] shall be       %.                SECTION 3.  The  Administrative  Agent.   The  Assignee  [and  the  Assignee’s  Funding  Agent] hereby accepts (for itself and the other members of its Ownership Group) the appointment  of and authorizes the Administrative Agent to take such action on its behalf and to exercise such  powers as are delegated to the Administrative Agent by the terms of the Receivables Purchase  Agreement, together with such powers as are reasonably incidental thereto.         SECTION 4.  Miscellaneous.         (a)   This Assignment shall be effective upon receipt by the Assignor of the payment  specified in Section 1 and the delivery of a fully executed counterparts of this Assignment to  each of the Administrative Agent, the Servicer and the Transferor.         (b)   THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.         (c)   The addresses for notices and for payments to the Assignee, its Funding Agent  and its Committed Purchaser shall, for all purposes of the Receivables Purchase Agreement, be  as set forth on Schedule I hereto (as such information may be changed from time to time in  accordance with Section 9.3 of the Receivables Purchase Agreement).         (d)   This Assignment may be executed in any number of counterparts and by the  different parties hereto on separate counterparts, each of which shall be an original, but all of  which shall constitute one and the same instrument.         (e)   The Assignee and the Assignor hereby authorize and direct the Administrative  Agent to modify Schedule I to the Receivables Purchase Agreement as necessary to reflect the  assignment effected hereby.                                      Exhibit A-2  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






   IN WITNESS WHEREOF, the parties hereto, by their duly authorized signatories, have executed  and delivered this Assignment as of the date first above written.                                       [ASSIGNOR]                                                                                                                  By: _____________________________________                                       Authorized Signatory                                      Title:                                       [ASSIGNOR’S FUNDING AGENT], as a                                      Funding Agent                                                                             By: _____________________________________                                       Authorized Signatory                                      Title:                                       [ASSIGNOR’S COMMITTED PURCHASER, ], as                                      a Committed Purchaser                                                                             By: _____________________________________                                       Authorized Signatory                                      Title:                                                                             [ASSIGNEE]                                                                             By: _____________________________________                                       Authorized Signatory                                      Title:                                       [ASSIGNEE’S FUNDING AGENT], as a                                         FUNDING AGENT                                                                             By: _____________________________________                                       Authorized Signatory                                      Title:                                    Exhibit A-3  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                       [ASSIGNEE’S COMMITTED PURCHASER],                                         as a Committed Purchaser                                                                             By: _____________________________________                                       Authorized Signatory                                      Title:                                                                                                                                [IF APPLICABLE]     CONSENTED TO:    T-MOBILE HANDSET FUNDING LLC,     as Transferor      By:_________________________________  Authorized Signatory  Title:                                      Exhibit A-4  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                                                                                                                                                     Schedule I                                                                                                               to                                                                   Assignment and Assumption Agreement                                                              98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1736153181 19632398 





 






                                                                                                                                                                                                                   EXHIBIT B                                                                                                                                                                                                                                                                   FORM OF DAILY RECEIVABLES FILE                                                                                                            [Attached]                                                       Exhibit B-1  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                          EXHIBIT C                                                                                                                             FORM OF ELIGIBLE INTEREST RATE CAP        Fax # ⚫                                                                                                                      DD MM YYYY      T-MOBILE HANDSET FUNDING LLC   12920 SE 38th Street   Bellevue, WA 98006    Attention:      ⚫   Re:              CAP Transaction MATURITY DATE DD MMM YYYY FOR USD ⚫                    (Our Ref. No. ⚫ / ⚫)       Dear Sir or Madam:   The purpose of this letter agreement (this Confirmation”) is to confirm the terms and conditions of the transaction  entered into between us on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a  “Confirmation” as referred to in the Master Agreement specified below.   The definitions and provisions contained in the 2006 ISDA Definitions as published by the International Swaps and  Derivatives Association, Inc. are incorporated in this Confirmation. In the event of any inconsistency between those  definitions and this Confirmation, this Confirmation shall govern.   1. This Confirmation evidences (a) a complete binding agreement between you and us entered into in the telephone  trade on the Trade Date and (b) the terms of the Transaction.  This Confirmation shall supplement, form a part of, be  subject to and incorporate by reference an agreement (as amended by this Confirmation, the “Master Agreement”) in  the form of the 2002 ISDA Master Agreement published by the International Swaps and Derivatives Association, Inc.  as if we had executed an agreement in such form (but without any Schedule, except for the election of the laws of the  State of New York as the governing law and USD as the Termination Currency and save for the other elections and  modifications set out in this Confirmation) on the Trade Date (as defined below).  In the event of any inconsistency  between the provisions of the Master Agreement and this Confirmation, this Confirmation will prevail for the purpose  of the Transaction.    T-Mobile (EIP)  Third A&R RPAA   NJ 231109207v1736153181 19632398 





 






    2. Transaction Terms   Notional Amount:          USD ⚫ (See Schedule A attached)   Trade Date:               DD MMM YYYY   Effective Date:           DD MMM YYYY   Termination Date:         [30 November 2018]      Fixed Amounts:                                   Fixed Rate Payer:                 T-MOBILE HANDSET FUNDING LLC (“Counterparty”)   Fixed Rate Payer Payment Date     DD MMM YYYY   Fixed Rate Payer Payment Amount:  USD ⚫   Floating Amounts:                              Floating Rate Payer:             ROYAL BANK OF CANADA (“Bank”)   CAP Rate:                        ⚫ percent   Floating Rate Payer Payment Dates: MONTHLY commencing on DD MMM YYYY, and on the Business Day                                   preceding the fifteenth day of each calendar month thereafter.     Floating Rate for initial Calculation ⚫ percent  Period:   Floating Rate Option:            USD-LIBOR-BBA   Designated Maturity:             1MONTH   Floating Rate Day Count Fraction: Actual/360                                                                                               Exhibit C-2  NJ 231109207v1   736153181 19632398 





 






     Reset Dates:                     The first day of each Calculation Period   Business Day Convention for      Preceding  Floating Rate Payment Dates:   Business Day:                    London, New York                                                                                                                                    Exhibit C-3  NJ 231109207v1   736153181 19632398 





 






    3. Account Details   Payments to   Bank                             CHASUS33                                                 JPMORGAN CHASE BANK N.A. NEW YORK Account #: 001-1-                                                153004                                                  ROYCCAT3IMM                                                   Payments to   Counterparty                     US Bank                                                 Account # 153595425080                                                 ABA Code 125000105                                                                                                        4. Offices.   (a) The Office of Counterparty for the Transaction is BELLEVUE, WA    (b) The Office of Bank for the Transaction is TORONTO                                                                                                    Exhibit C-4  NJ 231109207v1   736153181 19632398 





 






    5. Additional Provisions.   Calculation Agent.  Bank, unless an Event of Default in respect of Bank has occurred and is then continuing, in  which case the Calculation Agent shall be a recognized dealer of national standing designated in good faith by  Counterparty to be the Calculation Agent until such Event of Default is no longer continuing; provided that when  the Calculation Agent is required to act or exercise judgment, it will do so in good faith and in a commercially  reasonable manner.   Additional Termination Provisions.  In the event that Rated Entity at any time ceases to maintain the Required  Ratings, Bank shall, immediately upon becoming aware of such rating withdrawal or downgrade, make  commercially reasonable efforts to take one of the following actions: (a) at Bank’s sole cost and expense, transfer all  its interests in, and obligations under, the Transaction to another dealer registered or provisionally registered with  the U.S. Commodity Futures Trading Commission as a swap dealer that has the Required Ratings and which agrees  to assume in writing the obligations of Bank hereunder with respect to the Transaction; provided, that such  replacement will not result in either (i) the imposition of withholding tax or deduction on payments to be made by  and to Counterparty hereunder and (ii) no Event of Default or Termination Event will occur due to such transfer; (b)  execute a Credit Support Annex reasonably acceptable to Counterparty which requires Bank to post collateral  consisting of either (i) cash or (ii) negotiable debt obligations (excluding interest-only securities) issued by the U.S.  Treasury Department having a remaining maturity of not more than one year in an amount equal to the greater of (x)  the mark-to-market value of the Transaction or (y) the amount of next payment that is due under the Transaction; or  (c) obtain a guaranty of Bank’s obligations under this Confirmation issued by a guarantor with the Required Ratings.   For the purposes of this additional termination provision, (a) “Required Ratings” shall mean with respect to an entity  (i) the entity has commercial paper or short-term deposit ratings which are equal to “A-1” or higher by S&P and “P- 1” by Moody’s; (ii) if the entity does not have a commercial paper or short-term deposit rating, the entity has  unsecured debt obligations which are rated at least “A-” by S&P and “A3” by Moody’s; and (iii) in the case of either  (i) or (ii), the entity is not on negative watch for downgrade; (b) “Rated Entity” means Bank or Bank’s parent; (c)  “Moody’s” means Moody’s Investors Service, Inc., or its successor; and (d) “S&P” means Standard & Poor’s Rating  Services, a division of The McGraw-Hill Companies, Inc., and its successors.   If Bank fails or is unable to comply with its obligations set forth in the above paragraph, an Additional Termination  Event shall occur with respect to the Transaction on the day that is 30 days following the failure to maintain the  Required Ratings and in respect of which Bank shall be the sole Affected Party.  Bank shall pay all reasonable out- of-pocket expenses, including legal fees, incurred by Counterparty in entering into a new interest rate cap agreement  in form and substance similar to the Master Agreement, as supplemented by this Confirmation.   For purposes of the Master Agreement, Section 7 is hereby amended by adding the following provision immediately  following the word “void” in the last sentence thereof: “; provided however, that Bank consents to the pledge and  assignment by Counterparty of all of Counterparty’s rights and interests under this Agreement (including any Credit  Support Annex) pursuant to the Receivables Purchase and Administration Agreement.   “Receivables Purchase and Administration Agreement” means that certain Receivables Purchase and Administration  Agreement, dated as of November 18, 2015, among Counterparty, as Transferor, T-Mobile Financial LLC, in its  individual capacity and as Servicer, T-Mobile US, Inc., as Guarantor, certain Conduit Purchasers, certain Committed  Purchasers, certain Funding Agents, and Royal Bank of Canada, as the Administrative Agent, as the same may be  amended, supplemented, restated or otherwise modified in accordance with its terms and in effect from time to time.   Schedule to the Master Agreement.  For purposes of the Master Agreement, the following shall apply:   The parties shall not be deemed to have any Affiliates for the purpose of the Master Agreement.   “Specified Transaction” is not applicable to either party, and accordingly, Section 5(a)(v) of the Master Agreement  shall not apply to either party.                                                                                               Exhibit C-5  NJ 231109207v1   736153181 19632398 





 






    The “Cross Default” provisions of Section 5(a)(vi) of the Master Agreement will apply to Bank and will not apply to  Counterparty.                                                     “Threshold Amount” means, with respect to Bank, three percent (3.0%) of its shareholders’ equity (as shown in its  most recently published audited financial statements).   If the Fixed Rate Payer Payment Amount has been paid by Counterparty to Bank, the “Events of Default” provisions  of Sections 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(vii) and 5(a)(viii) of the Master Agreement will not apply to  Counterparty.     Netting of Payments.  Multiple Transaction Payment Netting shall not apply to the Transaction.   No Petition.  Notwithstanding any other provision of this Confirmation, Bank may not, prior to the date which is one  year and one day, or if longer the applicable preference period then in effect, after the payment in full of all  outstanding rated securities issued by Counterparty, institute against, or join any other Person in instituting against,  Counterparty any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or  other proceedings under federal or state bankruptcy or similar laws or laws of the state in which Counterparty is  organized or appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of  Counterparty or any substantial part of its property, or order the winding up or liquidation of the affairs of the  Counterparty.  Nothing herein shall preclude, or be deemed to stop Bank (i) from taking any action prior to the  expiration of the aforementioned one year and one day period, or if longer the applicable preference period then in  effect, in (A) any case or proceeding voluntarily filed or commenced by Counterparty or (B) any involuntary  insolvency proceeding filed or commenced by a Person other than Bank, or (ii) from commencing against  Counterparty or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement,  insolvency, moratorium, liquidation or similar proceeding or the appointment of a receiver, liquidator, assignee,  trustee, custodian, sequestrator or other similar official of Counterparty or any substantial part of its property, or the  ordering of the winding up or liquidation of the affairs of the Counterparty.   Set-Off.  Section 6(f) of the Master Agreement shall not apply to the Transaction.   Failure to Pay or Deliver.  Section 5(a)(i) of the Master Agreement is amended and restated to read as follows:  “Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or  9(h)(i)(2) or (4) required to be made by it.”   Expenses.  Section 11 of the Master Agreement is amended to preclude payment by Counterparty of any out-of- pocket expenses, including legal fees and Stamp Tax under the Master Agreement.   Confidentiality.  The contents of this Confirmation and all other documents relating to this Confirmation, and any  information made available by one party or its Credit Support Provider (if any) with respect to this Confirmation is  confidential and shall not be disclosed to any third party, except for such information (i) as may become generally  available to the public, other than as a result of the breach of the party seeking to disclose that information, (ii) as  may be required in response to any summons, subpoena, or otherwise in connection with any litigation or to comply  with any applicable law, order, regulation, ruling, or accounting disclosure rule or standard, (iii) as may be obtained  from a non-confidential source that disclosed such information in a manner that did not violate its obligations to the  non-disclosing party or its Credit Support Provider (if any) in making such disclosure, or (iv) as may be required to  be furnished to a regulator with jurisdiction over the party.  Notwithstanding anything to the contrary set forth herein  or in any other agreement to which the parties hereto are parties or by which they are bound, the obligations of  confidentiality contained herein and therein, as they relate to the transactions contemplated hereby, shall not apply to  the tax structure or tax treatment of the transactions, and each party hereto (and any employee, representative, or  agent of any party hereto) may disclose to the United States Internal Revenue Service or any other governmental  entity, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereby and  all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such  tax treatment and tax structure.                                                                                              Exhibit C-6  NJ 231109207v1   736153181 19632398 





 






    LIMITATION OF LIABILITY.  NEITHER PARTY SHALL BE REQUIRED TO PAY OR BE LIABLE FOR  PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES  (WHETHER OR NOT ARISING FROM ITS NEGLIGENCE OR STRICT LIABILITY) TO ANY OTHER  PARTY; PROVIDED, HOWEVER, THAT NOTHING IN THIS PROVISION SHALL AFFECT THE  ENFORCEABILITY OF SECTION 6(e) OF THE MASTER AGREEMENT OR THE OBLIGATION TO PAY  ANY AMOUNT REQUIRED PURSUANT TO SECTION 6(e) OF THE MASTER AGREEMENT.  IF AND TO  THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO THIS CONFIRMATION IS  DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE  THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT SUCH  PAYMENT IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH  DAMAGES AND NOT A PENALTY.   Credit Support Document:  means, with respect to Bank, not applicable (except with respect to any documents  executed in order to fulfill Bank’s obligations pursuant to Part 5 – Additional Termination Provisions above).   Credit Support Provider:  means, with respect to Bank, not applicable (except with respect to any guarantor issuing a  guaranty of Bank’s obligations pursuant to Part 5 – Additional Termination Provisions above).   Severability.  If any term, provision, covenant, or condition of this Confirmation, or the application thereof to any  party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining  terms, provisions, covenants, and conditions hereof shall continue in full force and effect and shall remain applicable  to all other parties and circumstances as if this Confirmation had been executed with the invalid or unenforceable  portion eliminated, so long as this Confirmation as so modified continues to express, without material change, the  original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of this  Confirmation will not substantially impair the respective benefits or expectations of the parties.    The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term,  provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic  effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or  condition.   Bankruptcy Code.  Without limiting the applicability if any, of any other provision of the U.S. Bankruptcy Code as  amended (the “Bankruptcy Code”) (including without limitation Sections 362, 546, 556, and 560 thereof and the  applicable definitions in Section 101 thereof), the parties acknowledge and agree that the Transaction constitutes a  “forward contract” or “swap agreement” as defined in Section 101 of the Bankruptcy Code or “commodity contract”  as defined in Section 761 of the Bankruptcy Code, that the rights of the parties under Section 6 of the Master  Agreement will constitute contractual rights to liquidate the Transaction, that any margin or collateral provided  under any margin, collateral, security, pledge, or similar agreement related hereto will constitute a “margin  payment” as defined in Section 101 of the Bankruptcy Code, and that the parties are entities entitled to the rights  under, and protections afforded by, Sections 362, 546, 556, and 560 of the Bankruptcy Code.     Waiver of Jury Trial.  EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY  IN ANY LEGAL PROCEEDING INSTITUTED IN CONNECTION WITH THIS CONFIRMATION OR THE  TRANSACTION TO THE FULLEST EXTENT PERMITTED BY LAW.  EACH PARTY ACKNOWLEDGES  AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS  PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY TO  ENTER INTO THIS CONFIRMATION AND THE TRANSACTION.   6. Tax Provisions.   Payee Tax Representations.     For purposes of Section 3(f) of the Master Agreement, Bank makes the following representations:                                                                                              Exhibit C-7  NJ 231109207v1   736153181 19632398 





 






           A)      (i) It is a bank organized under the laws of Canada, (ii) it is a foreign corporation for U.S. federal         income tax purposes and (iii) it is a “foreign person” (as that term is used in Section 1.6041-4(a)(4) of the         United States Treasury Regulations).          B)      Each  payment  received  or  to  be  received  by  it  in  connection  with  this  Confirmation  or  the         Transaction will be effectively connected with its conduct of a trade or business in the United States.     For purposes of Section 3(f) of the Master Agreement, Counterparty makes the following representations:          (i) It is a limited liability company existing under the laws of the State of Delaware, (ii) it is treated as a         disregarded entity for U.S. federal income tax purposes, (iii) its regarded owner for U.S. federal income tax         purposes is T-Mobile USA, Inc., a corporation organized under the State of Delaware (“TMUSA”), (iv)         TMUSA is classified as a corporation for U.S. federal income tax purposes and (v) TMUSA is a “U.S. person”         (as  that  term  is  defined  in  Section  7701(a)(30)  of  the  United  States  Internal  Revenue  Code  of  1986,  as         amended).”   Tax Forms.  Bank shall deliver to Counterparty an executed United States Internal Revenue Service Form W-8ECI  (or any successor thereto) or such other forms as may be required to comply with applicable law, rules and  regulations applicable to this Agreement, in a manner reasonably acceptable to Counterparty (i) upon execution of  this Confirmation, (ii) promptly upon reasonable demand by Counterparty and (vi) promptly upon learning that any  such form previously provided by Bank has become inaccurate or incorrect.   Counterparty shall deliver to Bank an executed United States Internal Revenue Service W-9 (or any successor  thereto) or such other forms as may be required to comply with applicable law, rules and regulations applicable to  this Agreement, as applicable, of TMUSA, in a manner reasonably acceptable to Bank (i) upon execution of this  Confirmation, (ii) promptly upon reasonable demand by Bank and (iii) promptly upon learning that any such form  previously provided by Counterparty has become inaccurate or incorrect.   Indemnifiable Tax.  Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of this Agreement, in  relation to payments by Bank, any Tax will be an Indemnifiable Tax and, in relation to payments by Counterparty,  no Tax will be an Indemnifiable Tax.   Stamp Tax.  Counterparty shall not be required to pay any indemnification amounts referred to in Section 4(e) of the  Master Agreement.   This Confirmation may be executed and delivered in counterparts (including by facsimile transmission) or be  created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system,  which in each case upon your confirmation in the manner prescribed hereunder, will be deemed for all purposes to  be a legally binding transaction.   Please confirm that the foregoing correctly sets forth the terms of our agreement by signing in the space provided  below and returning same to us by facsimile transmission, or send to us within two (2) Local Business Days a letter  by facsimile transmission or telex or electronic messaging system similar to this letter which sets forth the material  terms of the foregoing Transaction to which this Confirmation relates and which indicates your agreement to those  terms.   Bank confirms, and Counterparty acknowledges, that this Confirmation has been executed by Bank by means of a  computer-based system and that such execution shall have the same legal effect as if a signature had been manually  written  on  such  Confirmation  and that  such  Confirmation  shall  be  deemed  to  have  been  signed  by  Bank  for  the  purposes of any statute or rule of law that requires such Confirmation to be signed. The parties acknowledge that in  any legal proceedings between them respecting or in any way relating to this Confirmation, each party expressly  waives any right to raise any defense or waiver of liability based upon the execution of this Confirmation by Bank by  means of an electronically-produced signature.                                                                                              Exhibit C-8  NJ 231109207v1   736153181 19632398 





 






       Telephone No.:            416-842-⚫             Facsimile No.:            416-842-⚫    Yours sincerely,                               Confirmed as of the date first written:   For and on behalf of                            For and on behalf of   ROYAL BANK OF CANADA                            T-MOBILE HANDSET FUNDING LLC                                                       By: Not Applicable.                             By: _______________________    Authorized signature                           Authorized signature                                                                                                                                                                                                            Exhibit C-9  NJ 231109207v1   736153181 19632398 





 






                     ROYAL BANK OF CANADA pays USD to T-MOBILE HANDSET FUNDING LLC                                     (Our Ref. No. XXXXXXX / XXXXXXX)                                                                      Interest     Principal Payment Interest Spread      Calc Date         Period Begin       Period End     Days                                                          Schedule A                                                                      Date          Date    Amount    Rate    Rate   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX                                                                                                                                    Exhibit C-10  NJ 231109207v1   736153181 19632398 





 






     DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX   DD MMM YYYY       DD MMM YYYY        DD MMM YYYY       XX    DD MMM YYYY                    X.XX       ⚫ 0.00000     X,XXX,XXX.XX                                                                                                                                        Exhibit C-11  NJ 231109207v1   736153181 19632398 





 






                                                                                                          98660380  T-Mobile (EIP)C-12  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                       EXHIBIT D                             HEDGING REQUIREMENTS         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:                (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 the 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, 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 one-month LIBOR (as defined in the long-       form confirmation provided in Exhibit C), 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 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                                                                                    736153181 19632398 





 






    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.                                                                                 Exhibit D-2  736153181 19632398 





 






                                                                                                    EXHIBIT E                                       FORM OF MONTHLY REPORT                                                     [Attached]                                                                                                       E-1  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                                    EXHIBIT F                                  FORM OF RECEIVABLES SCHEDULE                                                                                                            [Attached]                                                            F-1  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                       EXHIBIT G                                                                                                           FORM OF FUNDING NOTICE                                       [Date]              Royal Bank of Canada,         Landesbank Hessen-Thüringen Girozentrale,   as Administrative Agent and Funding Agent         as Funding Agent          200 Vesey Street, 12th Floor           Neue Mainzer Straße 52-58            New York, NY  10281                   60311 Frankfurt am Main        Attention:  Securitization Finance              Germany    Email:  conduit.management@rbccm.com   Attention:  Björn Mollner / Björn Reinecke          Facsimile:  (212) 428‐2304          Email:  bjoern.mollner@helaba.de,                                                 bjoern.reinecke@helaba.de                                               Facsimile:  +49 (0)69 9132 4190                                                          BNP Paribas,                         MUFG Bank, Ltd.,              as Funding Agent                       as Funding Agent             787 Seventh Avenue                 1221 Avenue of the Americas          New York, New York 10019              New York, New York  10020   Email: dl.starbirdadmin@us.bnpparibas.com,             starbird@gssnyc.com   RE:   T-Mobile Handset Funding LLC – Third Amended and Restated Receivables Purchase        and Administration Agreement   Ladies and Gentlemen:               Pursuant to Section 2.2 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”) by and among T- Mobile Handset Funding LLC, T-Mobile Financial LLC, T-Mobile US, Inc., as a Guarantor, T- Mobile USA, Inc., as a Guarantor, the Conduit Purchasers, the Committed Purchasers and the  Funding Agents party thereto from time to time, and Royal Bank of Canada, as Administrative  Agent, the Transferor hereby irrevocably requests the Owners fund an Incremental Funding as  specified below.  Terms used herein are used as defined in or for purposes of the Receivables  Purchase Agreement.         1.    The requested amount of such Incremental Funding is $______________.         2.    The date such Incremental Funding is to occur is _____________________ (the              “Funding Date”).                                            98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






          3.    All conditions precedent to such Incremental Funding set forth in Section 4.2 of              the Receivables Purchase Agreement have been satisfied.         4.    The proceeds of such Incremental Funding shall be remitted on the Funding Date              in immediately available funds to [specify payment instructions].         5.    The Funding Date will also be an Addition Date (Y/N): ____________                                                   Very truly yours,                                           T-MOBILE HANDSET FUNDING, as                                         Transferor                                                                                                                            By:_ ___________________________________                                            Name:                                             Title:                                           Acknowledged and Agreed:    T-MOBILE FINANCIAL LLC,     as Servicer      By:_________________________________     Name:     Title:                                                                                 Exhibit G-2  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                       EXHIBIT H                       FORM OF INVESTMENT REDUCTION NOTICE                             ____________________, ____   Royal Bank of Canada,   as Administrative Agent  200 Vesey Street, 12th Floor  New York, NY  10281  Attention:  Securitization Finance  Email:  conduit.management@rbccm.com  Facsimile:  (212) 428‐2304    Ladies and Gentlemen:         Reference is hereby made to 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 a Guarantor, T-Mobile USA, Inc., as a 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.         This letter constitutes an Investment Reduction Notice pursuant to Section 2.8(e) of the  Receivables Purchase Agreement.  The Transferor desires to reduce the Aggregate Net Investment  on ________________, ____ in an aggregate amount of $________ (the “reduction amount”) by  temporarily stopping the reinvestment of Collections on and after such date until the amount not  reinvested equals the reduction amount.         IN WITNESS WHEREOF, the undersigned has caused this Investment Reduction Notice  to be executed by its duly authorized officer as of the date first above written.                                       T-MOBILE HANDSET FUNDING LLC                                                                                                                  By:                                                                       Name:                                                                     Title:                                                                                                                   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                       EXHIBIT I                          FORM OF COMPLIANCE CERTIFICATE                                                              Certificate of [Treasurer] [Chief Accounting Officer]               I, the undersigned [Treasurer] [Chief Accounting Officer] of T-Mobile Financial  LLC (“Finco”) do hereby CERTIFY, pursuant to Section 3.7(hh) 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”) by and among T-Mobile Handset Funding LLC, Finco, T-Mobile US, Inc., as a  Guarantor, T-Mobile USA, Inc., as a Guarantor, the Conduit Purchasers, the Committed  Purchasers and the Funding Agents party thereto from time to time, Royal Bank of Canada, as  Administrative Agent, that on and as of the date hereof,                1.    Finco is the Servicer under the Receivables Purchase Agreement.               2.    A review of the activities of Finco during the twelve months ended  December 31, 20__ (the “Review Period”) and of its performance under the Receivables  Purchase Agreement was conducted under my supervision.               3.    To my knowledge, based on such review, Finco has fully performed or  caused to be performed all of its obligations under the Receivables Purchase Agreement in all  material respects throughout the Review Period.               4.    [During the Review Period, no Servicer Default has occurred or is  continuing.] [OR] [To my knowledge, the following Servicer Default(s) have occurred during the  Review Period:  [__________] [If applicable, include the nature and status thereof and the steps  being taken or necessary to be taken to remedy such event.]]               5.    There exists no Amortization Event, Potential Amortization Event,  Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default.               Capitalized terms not otherwise defined herein have the meanings assigned to  them in the Receivables Purchase Agreement.               IN WITNESS WHEREOF, the undersigned has executed this Certificate this    day of            ,     .                                                                                         T-MOBILE FINANCIAL LLC                                            98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                                                               By:                                                                                                      Its: [Treasurer] [Chief Accounting Officer]                                                                   98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1736153181 19632398 





 






                                                                                                             SCHEDULE I                                                                                    (As of October 23, 2018February 14, 2020)                            CONDUIT PURCHASERS, COMMITTED PURCHASERS, FUNDING AGENTS                                                 AND RELATED INFORMATION                                                                                          NJ 231109207v1   736153181 19632398 





 






                                                                                                                                    SCHEDULE I                                                                                                                                         (continued)                                                                                                                                                                                 Na                                                                                                                                   me                                                                                                                                 Ownership                            of                                                                                                                                  Group                           Fun                                                                                                                                Purchase                            din                                                                                                                                  Limit                            g                                                                                                                Ownershi               Name of                            Ag                                                                                                               p Group   Name of     Committed                            ent                                                                           Account for Funds                  Percentag  Conduit     Purchaser(s                          No.             Ownership Group               Address/Telecopy for Notices          Transfer                         e   Purchaser        )                                                                      Schedule I- 2  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                                                                     SCHEDULE I                                                                                                                                          (continued)                                                                                                                                                        Old Line      Royal Bank   1. R•   Name of Funding Agent: Royal Bank If to the Conduit Purchaser:     Old Line Funding, LLC    $500,000,0   38.4616 Funding,      of Canada       o    of Canada                                                          Bank: Deutsche Bank Trust    00          %  LLC                           y                                      Old Line Funding , LLC           Company Americas                                a •  Name of Committed Purchaser(s):                                    ABA #: 021-001-033                                                        l    Royal Bank of Canada              c/o Global Securitization Services Acct #: 04-872-850                                B                                                                       Ref: T-Mobile Handset                                a •  Name of Conduit Purchaser: Old Line 68 South Service Road, Suite 120 Funding LLC                                n    Funding, LLC, as a Conduit Purchaser                                k                                      Melville, NY  11747                                              o •  Royal Bank of Canada, as Committed                                f    Purchaser, Funding Agent andName  Attention:  Kevin Burns                                C    of Conduit Support Provider                                a                                      Tel. No.:  (631) 587-4700                                n                                 a                                      Facsimile No.:  (212) 302-8767                                d : Royal Bank of Canada                                a                                      Email:  conduitadmin@gssnyc.com                                                                                                                                                with a copy to:                                                                        RBC Capital Markets                                                                        Two Little Falls Center                                                                        2751 Centerville Road,                                                                        Suite 212                                                                        Wilmington, DE 19808                                                                        Attention:  Securitization Finance                                                                      Schedule I- 3   98660380  T-Mobile (EIP)   Third A&R RPAA   NJ 231109207v1    736153181 19632398 





 






                                                                                                                                    SCHEDULE I                                                                                                                                         (continued)                                                                                                                                                                                                                           Tel. No.:  (302) 892-5903                                                                       Facsimile No.:  (302) 892-5900                                                                       Email:                                                                      conduit.management@rbccm.comc                                                                     onduit.management@rbccm.com                                                                                                                                              If to the Committed Purchaser,                                                                      Funding Agent or Conduit Support                                                                      Provider:                                                                       Royal Bank of Canada                                                                      Royal Bank Plaza, North Tower                                                                       200 Bay Street                                                                       2nd Floor                                                                      Toronto Ontario M5J2W7                                                                      Attn:  Securitization Finance                                                                      Tel:  (416) 842-3842                                                                      Email:                                                                      conduit.management@rbccm.com                                                                      conduit.management@rbccm.com                                                                                                                                              with a copy to:                                                                       Royal Bank of Canada                                                                       Two Little Falls Center                                                                     Schedule I- 4  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                                                                    SCHEDULE I                                                                                                                                         (continued)                                                                                                                                                                                 Na                                                                                                                                   me                                                                                                                                 Ownership                            of                                                                                                                                  Group                           Fun                                                                                                                                Purchase                            din                                                                                                                                  Limit                            g                                                                                                                Ownershi               Name of                            Ag                                                                                                               p Group   Name of     Committed                            ent                                                                           Account for Funds                  Percentag  Conduit     Purchaser(s                          No.             Ownership Group               Address/Telecopy for Notices          Transfer                         e   Purchaser        )                                                                      2751 Centerville Road                                                                       Suite 212                                                                       Wilmington, DE 19808                                                                       Tel. No.:  (302) 892-5903                                                                       Email:                                                                      conduit.management@rbccm.comcond                                                                     uit.management@rbccm.com                                                                       Schedule I- 5  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                                                                     SCHEDULE I                                                                                                                                          (continued)                                                                                                                                                        N/A           Landesbank   2. L•   Name of Funding Agent: Landesbank Landesbank Hessen-Thüringen      Landesbank Hessen-       $200,000,0   15.3846               Hessen-         a    Hessen-Thüringen Girozentrale, as Girozentrale                     Thüringen Girozentrale       00          %                Thüringen       n                                      Neue Mainzer Straße 52-58        Bank: Citibank N.A., New                Girozentral     d •  Name of Committed Purchaser and   60311 Frankfurt am Main          York                e               e    Funding Agent(s): Landesbank      Germany                          ABA #: CITIUS33                                s    Hessen-Thüringen Girozentrale     Attn:  Björn Mollner / Björn     Acct #: 109 201 18                                b                                      Reinecke                         Ref: 214000 T-Mobile US                                a •  Name of Conduit Purchaser: N/A    Tel:  +49 (0)69 9132 – ext: 5208 / EIP                                n                                      3489                                k •  Name of Conduit Support Provider: Fax:  +49 (0)69 9132 4190                                        H    N/A                               Email: bjoern.mollner@helaba.de,                                 e                                      bjoern.mollner@helaba.de,bjoern.r                               s                                      einecke@helaba.de                                s                                      bjoern.reinecke@helaba.de                                e                               n                               -                               T                               h                               ü                               r                               i                               n                               g                               e                               n                                G                               i                               r                               o                               z                               e                               n                               t                               r                                                                    Schedule I- 6   98660380  T-Mobile (EIP)   Third A&R RPAA   NJ 231109207v1    736153181 19632398 





 






                                                                                                                                    SCHEDULE I                                                                                                                                         (continued)                                                                                                                                                                                 Na                                                                                                                                   me                                                                                                                                 Ownership                            of                                                                                                                                  Group                           Fun                                                                                                                                Purchase                            din                                                                                                                                  Limit                            g                                                                                                                Ownershi               Name of                            Ag                                                                                                               p Group   Name of     Committed                            ent                                                                           Account for Funds                  Percentag  Conduit     Purchaser(s                          No.             Ownership Group               Address/Telecopy for Notices          Transfer                         e   Purchaser        )                               a                              l                              e                                                                      Schedule I- 7  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                                                                     SCHEDULE I                                                                                                                                          (continued)                                                                                                                                                        Gotham        MUFG         3. M•   Name of Funding Agent: MUFG       If to the Conduit Purchaser:     Bank: MUFG Bank, Ltd.    $300,000,0   23.0769 Funding       Bank, Ltd.      U    Bank, Ltd.                                                         ABA #: 026-009-632           00          %  Corporation                   F                                      Gotham Funding Corporation       Acct #: 310-035-147                                G•   Name of Committed Purchaser(s):                                    Acct Name: Gotham                                B    MUFG Bank, Ltd.                   c/o Global Securitization Services, Funding Corporation                                a                                      LLC                              Ref: T-Mobile Handset                                n •  Name of Conduit Purchaser: Gotham                                  Funding (EIP)                                k    Funding Corporation, as Conduit   68 South Service Road, Suite 120                                ,    Purchaser                                L                                      Melville, NY 11747                                t •  MUFG Bank, Ltd., as Committed                                d    Purchaser, Funding Agent andName  Tel: (212) 295-2757                                .    of Conduit Support Provider: MUFG                                     Bank, Ltd.                        Fax: (212) 302-8767                                                                        Attn: Kevin Corrigan                                                                        Email: kcorrigan@gssnyc.com                                                                                                                                                with a copy to:                                                                                                                                                MUFG Bank, Ltd.                                                                        1221 Avenue of the Americas                                                                        New York, NY 10020                                                                        Attn: Securitization Group                                                                        Tel: (212) 782-6957                                                                      Schedule I- 8   98660380  T-Mobile (EIP)   Third A&R RPAA   NJ 231109207v1    736153181 19632398 





 






                                                                                                                                    SCHEDULE I                                                                                                                                         (continued)                                                                                                                                                                                                                           Fax: (212) 782-6448                                                                       Email:                                                                      securitization_reporting@us.mufg.jpse                                                                     curitization_reporting@us.mufg.jp                                                                                                                                               If to the Committed Purchaser,                                                                      Funding Agent or Conduit Support                                                                      Provider:                                                                       MUFG Bank, Ltd.                                                                       Harborside Financial Center Plaza                                                                      III                                                                       Jersey City, New Jersey 07311                                                                       Telecopier No.:  201-369-2149                                                                       Email:                                                                      securitization_reporting@us.mufg.j                                                                     p                                                                                                                                              with a copy to:                                                                                                                                              MUFG Bank, Ltd.                                                                       1221 Avenue of the Americas                                                                     Schedule I- 9  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                                                                    SCHEDULE I                                                                                                                                         (continued)                                                                                                                                                                                 Na                                                                                                                                   me                                                                                                                                 Ownership                            of                                                                                                                                  Group                           Fun                                                                                                                                Purchase                            din                                                                                                                                  Limit                            g                                                                                                                Ownershi               Name of                            Ag                                                                                                               p Group   Name of     Committed                            ent                                                                           Account for Funds                  Percentag  Conduit     Purchaser(s                          No.             Ownership Group               Address/Telecopy for Notices          Transfer                         e   Purchaser        )                                                                      New York, NY 10020                                                                       Attn: Securitization Group                                                                       Tel: (212) 782-6957                                                                       Fax: (212) 782-6448                                                                       Email:                                                                      securitization_reporting@us.mufg.j                                                                     p                                                                                                                                             Schedule I- 10  98660380  T-Mobile (EIP)  Third A&R RPAA  NJ 231109207v1   736153181 19632398 





 






                                                                                                                                     SCHEDULE I                                                                                                                                          (continued)                                                                                                                                                                                   Na                                                                                                                                    me                                                                                                                                  Ownership                             of                                                                                                                                   Group                            Fun                                                                                                                                 Purchase                             din                                                                                                                                   Limit                             g                                                                                                                Ownershi                Name of                             Ag                                                                                                               p Group    Name of     Committed                             ent                                                                           Account for Funds                  Percentag   Conduit     Purchaser(s                           No.             Ownership Group               Address/Telecopy for Notices          Transfer                         e    Purchaser        )  Starbird      BNP          4. B•   Name of Funding Agent: BNP Paribas BNP Paribas                     BNP Paribas New York     $300,000,0   23.0769 Funding       Paribas         N                                      787 Seventh Avenue,              ABA#: 026007689              00          %  Corporation                   P •  Name of Committed Purchaser(s):   New York, New York 10019         Acct:                                P    BNP Paribas                       Attention: Rose Navarro          0200520125USD43406                                a                                      Tel: 212-841-8122                Acct Name: Starbird Cash                                r •  Name of Conduit Purchaser: Starbird                                Collection                                i    Funding Corporation, as Conduit   With copies to:                  FFC: 150018550001001                                b    Purchaser                                                          Acct Ref: T-Mobile                                a                                      Rose.navarro@us.bnpparibas.com,  Handset Funding                                s •  BNP Paribas, as Committed         dl.starbirdadmin@us.bnpparibas.com,                                     Purchaser, Funding Agent andName  starbird@gssnyc.com                                     of Conduit Support Provider       Rose.navarro@us.bnpparibas.com,                                                                        dl.starbirdadmin@us.bnpparibas.co                                 : BNP Paribas                        m,  starbird@gssnyc.com                                                                         Schedule I- 11   98660380  T-Mobile (EIP)   Third A&R RPAA   NJ 231109207v1    736153181 19632398 





 






                                                                    SCHEDULE II                         INITIAL RECEIVABLES SCHEDULE    [Delivered to the Administrative Agent on the Original Closing Date with respect to the Initial     Receivables, as modified from time to time pursuant to updated Receivables Schedules]                                                                                       NJ 231109207v1   736153181 19632398 





 






                                                                    SCHEDULE III                         ORGANIZATIONAL INFORMATION                                                                                     T-Mobile Financial LLC:  Chief Executive Office;                12920 S.E. 38th Street  Principal Place of Business:           Bellevue, WA 98006  Locations of Records:                  12920 S.E. 38th Street                                         Bellevue, WA 98006  Delaware Organizational                  Identification Number:                 5565502  Federal Employer                         Identification Number:                 47-1324347  Prior Name(s) in the Last 5 Years:     None                                           T-Mobile Handset Funding LLC:  Chief Executive Office;                12920 S.E. 38th Street  Principal Place of Business:           Bellevue, WA 98006  Locations of Records:                  12920 S.E. 38th Street                                         Bellevue, WA 98006  Delaware Organizational                  Identification Number:                 5752256  Federal Employer                         Identification Number:                 36-5810380  Prior Name(s) in the Last 5 Years:     None                                               NJ 231109207v1   736153181 19632398 





 






                                                                   SCHEDULE IV                          DOCUMENTS DELIVERED ON THE                             ORIGINAL CLOSING DATE                     (AND PRIOR AMENDMENT CLOSING DATES)                                      AND                     DOCUMENTS TO BE DELIVERED ON THE                        2018 AMENDMENT CLOSING DATE                                                            T-MOBILE EIP RECEIVABLES SECURITIZATION                  ORIGINAL EXECUTION DATE: NOVEMBER 18, 2015                    ORIGINAL CLOSING DATE: NOVEMBER 19, 2015                    2016 AMENDMENT CLOSING DATE: JUNE 6, 2016                  2017 AMENDMENT CLOSING DATE: AUGUST 21, 2017                 2018 AMENDMENT CLOSING DATE: OCTOBER 23, 2018                                                                               Parties                                           “Administrative Agent” ........................................ RBC  “Finco” .................................................................. T-Mobile Financial LLC  “Gotham” .............................................................. Gotham Funding Corporation  “Guarantor” ........................................................... TMUS  “GT” ...................................................................... Greenberg  Traurig,  LLP,  counsel  to  T-Mobile                                        Funding, Finco and Guarantor  “Helaba” ................................................................ Landesbank Hessen-Thüringen Girozentrale                                        Hogan  Lovells  LLP, prior  counsel  to  T-Mobile  “HL” ...................................................................... Funding, Finco and Guarantor  “Lloyds” ................................................................ Lloyds Bank plc  “RBC” ................................................................... Royal Bank of Canada  “Servicer” .............................................................. Finco, in its capacity as Servicer  “Starbird” .............................................................. Starbird  “T-Mobile Funding” ............................................ T-Mobile Handset Funding LLC  “TMUS” ................................................................ T-Mobile US, Inc.  “TMUSA” ............................................................. T-Mobile USA, Inc.  “Transferor” .......................................................... T-Mobile Funding, in its capacity as Transferor                                               NJ 231109207v1   736153181 19632398 





 






                                                                                                                                                                                                                                                                    Annex A-2  NJ 231109207v1   736153181 19632398 





 






                                                                                                                                                    Document  A.      Documents Delivered in Connection with the Original Closing Date (documents are dated as of the  Original Closing Date unless otherwise noted below):   1.     Receivables   Sale  Agreement,  dated  as  of  November  18,  2015,  between  Finco,  as  Seller  and  T-Mobile         Funding, as Purchaser   2.     Receivables   Purchase  and  Administration  Agreement,  dated  as  of  November  18,  2015,  among  the         Transferor,  Finco,  individually  and  as  the  Servicer, TMUS,  as  Guarantor,  the  Conduit  Purchasers  party         thereto,  the  Committed  Purchasers  party  thereto  and  the  Funding  Agents  party  thereto,  and  the         Administrative Agent   3.     Performance   Guaranty,  dated  as  of  November  18,  2015,  by TMUS,  as  Guarantor,  in  favor  of  the         Administrative Agent and the Owners   4.     Swap  Confirmation, between Royal Bank of Canada and the Transferor   5.     Ri sk Sharing Letter, dated as of November 18, 2015, between Helaba and the Transferor   6.     Blocked  Account Control Agreement, dated as of November 18, 2015, among the Transferor, the Servicer,         the Administrative Agent and U.S. Bank National Association   7.     Limited  Liability Company Agreement of T-Mobile Funding, dated as of November 18, 2015    8.     Transaction  Fee Letter, dated as of November 18, 2015, among the Transferor and the Funding Agents party         thereto   9.     Administrative  Agent Fee Letter, dated as of November 18, 2015, among the Transferor, Finco and the         Administrative Agent   10.    Assistant  Secretary’s Certificate of Finco         (i)   Certificate of Formation         (ii)  Limited Liability Company Agreement         (iii) Manager Resolutions         (iv)  Good Standing (Delaware SOS)         (v)   Incumbency Certificate   11.    Assistant  Secretary’s Certificate of the Transferor         (i)   Certificate of Formation         (ii)  Limited Liability Company Agreement         (iii) Member Resolutions         (iv)  Good Standing (Delaware SOS)         (v)   Incumbency Certificate   12.    Assistant  Secretary’s Certificate of TMUS, as Guarantor         (i)   Certificate of Incorporation         (ii)  By-Laws         (iii) Board Resolutions         (iv)  Good Standing (Delaware SOS)         (v)   Incumbency Certificate   13.    Officer’s  Certificate of the Transferor (pursuant to Section 4.1(e) of the RPAA)   14.    Officer’s  Certificate of the Servicer (pursuant to Section 4.1(e) of the RPAA)                                                                                                  Annex A-3   NJ 231109207v1    736153181 19632398 





 






                                                                                                                                                    Document  15.    UCC -1 Financing Statement naming Finco, as Debtor, T-Mobile Funding, as Purchaser/Assignor Secured         Party, and Administrative Agent, as Total Assignee/Secured Party, to be filed with the Secretary of State of         Delaware in connection with the Receivables Sale Agreement    16.    UCC -1 Financing Statement naming T-Mobile Funding, as Debtor, and Administrative Agent, as Secured         Party, to be filed with the Secretary of State of Delaware in connection with the Receivables Purchase and         Administration Agreement   17.    UCC  Search Report (Delaware) of UCC Financing Statements and Tax Liens Filed against Finco   18.    UCC   Search  Report  (Delaware)  of  UCC  Financing  Statements  and  Tax Liens  Filed  against  T-Mobile         Funding   19.    Opinion  of HL, counsel to the Transferor, the Servicer, and TMUS, as Guarantor, regarding certain corporate         matters, including legality, validity and enforceability of the transaction documents, no conflict of law, and         non-contravention of charter documents and certain material agreements.   20.    Opinion  of HL regarding certain UCC matters.   21.    Opinion  of HL regarding true sale matters.   22.    Opinion  of HL regarding substantive consolidation matters.   23.    Opinion  of HL regarding Volcker Rule and Investment Company Act matters.   24.    Original  Closing Date Monthly Report (pursuant to Section 4.1(c) of RPAA)   25.    Initial  Receivables Schedule (Schedule II to the RPAA)   26.    Evidence  of establishment of Collection Account (pursuant to Section 4.1(m) of the RPAA)   27.    Flow  of Funds   28.    Appointment  of Independent Director for T-Mobile Funding   29.    Assurant  Amendments          a.      Amendment    to  Wireless  Equipment   Program   Client  Administration  Agreement         b.      Amendment to Wireless Equipment Program Billing and Collection Agreement   30.    Partial   Release  of  Collateral  No.  3,  by  Finco,  TMUS,  and  TMUSA,  and  agreed  and  acknowledged  by         Deutsche Bank AG New York Branch as Administrative Agent and Collateral Agent  31.    UCC -3 Amendment to Financing Statement naming Finco, as Debtor and Deutsche Bank AG New York         Branch, as Administrative Agent and Collateral Agent, as Secured Party   B.      Documents to be Delivered in Connection with the 2016 Amendment Closing Date (documents are  dated as of the 2016 Amendment Closing Date unless otherwise noted below):   1.     Amended  and Restated Receivables Sale Agreement, between Finco, as Seller and T-Mobile Funding, as         Purchaser   2.     Amended  and Restated Receivables Purchase and Administration Agreement, among the Transferor, Finco,         individually and as the Servicer, TMUS, as Guarantor, the Conduit Purchasers party thereto, the Committed         Purchasers party thereto and the Funding Agents party thereto, and the Administrative Agent                                                                                                  Annex A-4   NJ 231109207v1    736153181 19632398 





 






                                                                                                                                                    Document  3.     Transaction  Fee Letter (amending and restating the Transaction Fee Letter dated as of the Original Closing         Date), among the Transferor and the Funding Agents party thereto   4.     Administrative  Agent Fee Letter (amending and restating the Administrative Agent Fee Letter dated as of         the Original Closing Date), among the Administrative Agent, the Transferor and Finco   5.     Confirmation  of Guaranty by TMUS, as Guarantor, in favor of the Administrative Agent and the Owners   6.     Officer’s  Certificate of the Transferor (pursuant to Section 4.1(e) of the RPAA)   7.     Officer’s  Certificate of the Servicer (pursuant to Section 4.1(e) of the RPAA)   8.     Resolutions  of TMUS   9.     Resolutions  of Finco   10.    Resolutions  of the Transferor   11.    2016  Amendment Closing Date Monthly Report (pursuant to Section 4.1(c) of RPAA)   12.    Opinion  of HL, counsel to the Transferor, the Servicer, and TMUS, as Guarantor, regarding certain corporate         matters, including legality, validity and enforceability of the transaction documents, no conflict of law, and         non-contravention of charter documents and certain material agreements.   13.    Opinion  of HL, addressed to Administrative Agent and Funding Agents, regarding certain UCC matters.   14.    Opinion  of HL, addressed to Administrative Agent and Funding Agents, regarding true sale matters.   15.    Reliance  Letter of HL, addressed to Gotham and Lloyds, regarding substantive consolidation matters.   16.    Reliance  Letter of HL, addressed to Gotham and Lloyds, regarding Volcker Rule and Investment Company         Act matters.   17.    Good  Standing Certificates (Delaware SOS)                 1.  Finco                 2.  T-Mobile Funding                 3.  TMUS  18.    UCC  Search Report (Delaware) of UCC Financing Statements and Tax Liens Filed against Finco   19.    UCC   Search  Report  (Delaware)  of  UCC  Financing  Statements  and  Tax  Liens  Filed  against  T-Mobile         Funding   20.    T -Mobile Side Letter, between Finco and T-Mobile Funding.   C.      Documents to be Delivered in Connection with the 2017 Amendment Closing Date (documents are  dated as of the 2017 Amendment Closing Date unless otherwise noted below):   1.     Second  Amended  and  Restated  Receivables  Sale  Agreement,  between  Finco,  as  Seller  and  T-Mobile         Funding, as Purchaser   2.     Second  Amended and Restated Receivables Purchase and Administration Agreement, among the Transferor,         Finco,  individually  and  as  the  Servicer,  TMUS,  as Guarantor, the  Conduit  Purchasers  party  thereto,  the         Committed Purchasers party thereto and the Funding Agents party thereto, and the Administrative Agent                                                                                                  Annex A-5   NJ 231109207v1    736153181 19632398 





 






                                                                                                                                                    Document  3.     Second  Amended and Restated Transaction Fee Letter, among the Transferor and the Funding Agents party         thereto   4.     Second  Amended  and  Restated  Administrative  Agent  Fee  Letter,  among  the  Administrative  Agent,  the         Transferor and Finco   5.     Confirmation  of Guaranty by TMUS, as Guarantor, in favor of the Administrative Agent and the Owners   6.     Officer’s  Certificate of the Transferor (pursuant to Section 4.1(e) of the RPAA)   7.     Officer’s  Certificate of the Servicer (pursuant to Section 4.1(e) of the RPAA)   8.     Resolutions  of TMUS   9.     Resolutions  of Finco   10.    Resolutions  of the Transferor   11.    2017  Amendment Closing Date Monthly Report (pursuant to Section 4.1(c) of RPAA)   12.    Opinion  of HL, counsel to the Transferor, the Servicer, and TMUS, as Guarantor, regarding certain corporate         matters, including legality, validity and enforceability of the transaction documents, no conflict of law, and         non-contravention of charter documents and certain material agreements.   13.    Opinion  of HL, addressed to Administrative Agent and Funding Agents, regarding certain UCC matters.   14.    Opinion  of HL, addressed to Administrative Agent and Funding Agents, regarding true sale matters.   15.    Opinion  of HL, addressed to Administrative Agent and Funding Agents, regarding substantive consolidation         matters.   16.    Opinion   of  HL,  addressed  to  Administrative  Agent  and  Funding  Agents,  regarding  Volcker  Rule  and         Investment Company Act matters.   17.    Good  Standing Certificates (Delaware SOS)                 1.  Finco                 2.  T-Mobile Funding                 3.  TMUS  18.    UCC  Search Report (Delaware) of UCC Financing Statements and Tax Liens Filed against Finco   19.    UCC   Search  Report  (Delaware)  of  UCC  Financing  Statements  and  Tax  Liens  Filed  against  T-Mobile         Funding   20.    T -Mobile Side Letter, between Finco and T-Mobile Funding.   D.      Documents to be Delivered in Connection with the 2018 Amendment Closing Date (documents are  dated as of the 2018 Amendment Closing Date unless otherwise noted below):   1.     Third  Amended and Restated Receivables Sale Agreement, between Finco, as Seller and T-Mobile Funding,         as Purchaser   2.     Third  Amended and Restated Receivables Purchase and Administration Agreement, among the Transferor,         Finco,  individually  and  as  the  Servicer,  TMUS,  as  a  Guarantor,  TMUSA,  as  a  Guarantor,  the  Conduit                                                                                                  Annex A-6   NJ 231109207v1    736153181 19632398 





 






                                                                                                                                                    Document         Purchasers party thereto, the Committed Purchasers party thereto and the Funding Agents party thereto, and         the Administrative Agent   3.     Third  Amended and Restated Transaction Fee Letter, among the Transferor and the Funding Agents party         thereto   4.     Confirmation  of Guaranty by the Guarantors in favor of the Administrative Agent and the Owners   5.     Officer’s  Certificate of the Transferor (pursuant to Section 4.1(e) of the RPAA)   6.     Officer’s  Certificate of the Servicer (pursuant to Section 4.1(e) of the RPAA)   7.     Resolutions  of TMUS   8.     Resolutions  of TMUSA   9.     Resolutions  of Finco   10.    Resolutions  of the Transferor   11.    2018  Amendment Closing Date Monthly Report (pursuant to Section 4.1(c) of RPAA)   12.    Opinion   of  GT,  counsel  to  the  Transferor,  the  Servicer,  and  the  Guarantors, regarding  certain  corporate         matters, including legality, validity and enforceability of the transaction documents, no conflict of law, and         non-contravention of charter documents and certain material agreements.   13.    Opinion  of GT, addressed to Administrative Agent and Funding Agents, regarding certain UCC matters.   14.    Opinion  of GT, addressed to Administrative Agent and Funding Agents, regarding true sale matters.   15.    Opinion  of GT, addressed to Administrative Agent and Funding Agents, regarding substantive consolidation         matters.   16.    Opinion   of  GT,  addressed  to  Administrative  Agent  and  Funding  Agents,  regarding  Volcker  Rule  and         Investment Company Act matters.   17.    Good  Standing Certificates (Delaware SOS)                 1.  Finco                 2.  T-Mobile Funding                 3.  TMUS                 4.  TMUSA  18.    UCC  Search Report (Delaware) of UCC Financing Statements and Tax Liens Filed against Finco   19.    UCC   Search  Report  (Delaware)  of  UCC  Financing  Statements  and  Tax  Liens  Filed against  T-Mobile         Funding                                                                                                                                                      Annex A-7   NJ 231109207v1    736153181 19632398 





 






                                                                    SCHEDULE V                          DESIGNATED EMAIL ADDRESSES                                                                                                NJ 231109207v1   736153181 19632398 





 






                                                                                                                                                      Annex A                        Aggregate Advance Amount Calculations                                                                                     Annex A-9  736153181 19632398 





 






                                                                         Annex B                               Agreed-Upon Procedures                                           Scope of Services:    • Review whether a selected sample of Receivables consists of Eligible Receivables at the time of  conveyance to the Administrative Agent (for the benefit of the Owners).    • Review whether such selected sample of Receivables sold by the Transferor is stated as being  assigned to the Administrative Agent (for the benefit of the Owners) in the Transferor’s books and  records.     • Review whether the Credit and Collections Policies are being complied with in accordance with  the terms of the Agreement.                Determine whether payments assigned to the Administrative Agent from Assurant              in connection with Jump Contracts are being applied appropriately (if applicable).            •  Determine if accounts are being properly aged in accordance with the terms and              methodology (note any receivables that may be aged in a non-conforming manner).            •  Obtain  a breakdown, by type, of dilutions  and write-offs  issued in  a Collection              Period  and  whether  they  are  being  applied  in  accordance  with  the  Credit  and              Collection Policy.   • Review application of Collections under the Agreement to determine if such Collections are  being applied and remaining balances are being reflected in accordance with the Agreement.    • Select a sample of Monthly Reports and re-perform calculations contained therein in accordance  with this Agreement.             •  Review whether Excess Concentration limits are being applied in accordance to the              Agreement.            •  Review calculation of financial covenants to determine if such covenants are being              calculated in accordance with the Agreement.            •  Review  calculation  of  Dilution  Ratio,  Default  Ratio  and  Delinquency  Ratio  to              determine if such ratios are being calculated in accordance with the Agreement.   • Prior to the completion of the system modification described in Section 3.7(ii), validate that the  Servicer’s policies are being enforced as described therein.    • Review whether Jump Contracts and Change of Responsibility Receivables are being replenished  (cash or replacement) in accordance with Section 2.15(a) and Section 2.15(d) of the Agreement,  as applicable.                                            736153181 19632398 





 






                                                                                   •  Review  whether  the  Asset  Base  Deficiency  test  calculation  is  being  properly  completed  in  connection with reinvestments in Additional Receivables pursuant to Section 2.8(a)(i)(B).    •  In  connection  with  any  Outage  Day  and  the related  Outage  Amount,  review  whether  the  Servicer’s estimates of Collections and the corresponding reconciliations of such estimates (when  each such Outage Day is no longer continuing) are being properly calculated and reconciled.    • Review whether EPS Receivables are being properly identified and calculated for purposes of  the applicable limit in Section 2.22 and whether such limit has been exceeded.    Procedures:    • Sample selection: The adherence to the criteria set forth in the definition of “Eligible Receivable”  shall be verified by means of a generally accepted procedure, with an appropriate sample size of  Transferred  Assets using  random  number  generator  as  a  generally  accepted  non-statistical  sampling method to select the sample of Receivables. Sample selection will also be used to verify  the above procedures and calculations.                                                                                      2  736153181 19632398 





 






                                                                         Annex C                             T-MOBILE INFORMATION                      DATA CONFIDENTIALITY PROVISIONS                                             I.    CONFIDENTIALITY  AND  SECURITY.      Notwithstanding  anything  to  the  contrary  stated herein, the parties acknowledge and agree as follows:    Section 1.  Confidentiality. The parties acknowledge and agree that the Administrative Agent,  the  Conduit  Purchasers,  the  Committed  Purchasers  and  the  Funding  Agents  (collectively,  the  “Information Parties” and each an “Information Party”) may, in addition to the Monthly Report  and other periodic reporting required under this Agreement, at the request of such Information  Party (which shall be a written request if requested by Starbird or BNP Paribas), be given access  to (i) T-Mobile Information and (ii) subject to the terms of this Agreement, other information with  respect  to  the  Receivables  that  such  Information  Party  in  good  faith  believes  is  reasonably  necessary to evaluate and/or enforce its rights and remedies under this Agreement and the other  Related Documents with respect to such Transferred Receivables (such other information, the “T- Mobile Covered Information”). The Servicer shall mark such medium as containing T-Mobile  Covered Information. So long as any Information Party has T-Mobile Covered Information, such  Information Party shall: (a) use at least the same degree of care to prevent unauthorized use and  disclosure  of  such  T-Mobile  Covered  Information  as  that  party  uses  with  respect  to  its  own  Confidential Information (but in no event less than a reasonable degree of care); and (b) use such  T-Mobile Covered Information only in the performance of its rights and obligations under this  Agreement. At such time when there are no obligations outstanding, at the request of Finco, each  Information Party shall return, or at such Information Party’s option, destroy (and certify in writing  such return or destruction) any and all T-Mobile Covered Information received by it pursuant to  this Agreement, provided that, notwithstanding the foregoing, each Information Party may retain  such copies of T-Mobile Covered Information as it is required to retain to comply with its internal  compliance policies or in accordance with applicable law. Each Information Party shall hold any  such retained T-Mobile Covered Information in accordance with the terms of this Agreement. T- Mobile  Covered  Information  is  Confidential  Information  of  the  T-Mobile  Group  under this  Agreement; provided however that T-Mobile Covered Information shall remain confidential and  proprietary even if disclosed by a third party or in breach of the terms of this Agreement. For  purposes of this Annex, “T-Mobile Group” shall mean T-Mobile US, Inc., Finco, the Transferor,  and each of the other Affiliates of T-Mobile US, Inc.       Section 2.  Handling of T-Mobile Covered Information. Each Information Party: (a) may  collect, store, access, use, process, maintain and disclose T-Mobile Covered Information only to  fulfill its obligations and exercise its rights and remedies under the Agreement and for no other  purpose;  and (b) shall, without limiting any other obligations  applicable to  T-Mobile Covered  Information hereunder, treat all T-Mobile Covered Information as Confidential Information of T-                                          NJ 231109207   736153181 19632398 





 






                                                                                 Mobile Group. For purposes of this Annex, the acts or omissions of each Information Party and  any Person to whom it has disclosed T-Mobile Covered Information are such Information Party’s  acts or omissions.    Section 3.  Security  Safeguards. Each  Information  Party  is  fully  responsible  for  any  authorized  or  unauthorized  collection,  storage,  disclosure  and  use  of,  and  access  to,  T-Mobile  Covered Information received by it pursuant to this Agreement and shall protect the confidentiality  thereof in accordance with its established policies and procedures reasonable and customary in the  industry in which it conducts its business.     Section 4.  Information Party Access. The T-Mobile Covered Information provided to the  Information Parties may be made available through a secured Intralinks website. Each Information  Party receiving T-Mobile Covered  Information  will be provided with  authentication and login  credentials by Finco or its affiliates to access the Intralinks website and securely obtain the T- Mobile Covered Information. In addition, Finco or its affiliates will provide each Information Party  with an email notice monthly when new T-Mobile Covered Information has been posted to the  Intralinks website and is available to be accessed by such Information Party.    Section 5.  Information Security Requirements. An Information Party receiving T-Mobile  Covered Information shall have an information security program in accordance with its established  policies and procedures reasonable and customary in the industry in which it conducts its business.    Section 6.  Contractors and Subcontractors. Each Information Party shall ensure that only  approved contractors and subcontractors (including any subsidiary, parent, affiliate or partner) who  have a need to know Subscriber Information (as defined in Section 10(a) below) may access it,  and  who  are  subject  to  appropriate  confidentiality  obligations.  Each  Information  Party  shall  enforce obligations of such individuals with regard to Subscriber Information as such Information  Party with the same effort it uses to enforce obligations of such individuals for its own information.    Section 7.  Security Breaches.  (a)   Each  Information  Party  shall,  promptly  after  confirmation  thereof,  notify  Finco  of  any  actual, probable or reasonably suspected breach of any safeguards or of any other actual, probable  or reasonably suspected unauthorized access to, or acquisition, use, loss, destruction, compromise  or  disclosure  of,  any  Subscriber  Information  maintained  on  such  Information  Party’s  systems  (each,  a  “Security  Breach”). In  any  notification  to  Finco  required  under  this  Section  5,  the  Information Party shall designate a single individual employed by such Information Party who  shall be reasonably available to Finco during regular business hours as a contact regarding such  Information Party’s obligations under this Section.    (b)   Each Information Party shall: (i) unless prohibited by applicable law, court order or similar  legal process, provide reasonable assistance to Finco in investigating, remedying and taking any  other reasonable action Finco deems necessary regarding any Security Breach and any dispute,  inquiry  or  claim  that  concerns  the  Security  Breach;  and  (ii)  provide  Finco  with  assurance                                         2  736153181 19632398 





 






                                                                                 reasonably satisfactory to it that such Security Breach or potential Security Breach will not recur.  Unless prohibited by an applicable law, court order or similar legal process, each Information Party  shall (other than to a bank examiner or self-regulatory organization in each case upon their request  therefor in the course of routine supervisory activities not directed specifically at Finco or the  transactions contemplated hereunder) also notify Finco of any third-party legal process relating to  any Security Breach, including, without limitation, any legal process initiated by any governmental  entity (foreign or domestic).    Section 8.  Supplier Security Assessment (“SSA”) Finco reserves the right to require each  Information  Party  who  requests  any  consumer  Subscriber  Information  to  complete  T-Mobile  Group’s  SSA  questionnaire  once  per  year.  Finco  may  request  reasonable  additional  security  controls  or  mitigations  plans  be  implemented  and  maintained  by  such  Information  Party  with  respect to the T-Mobile Information based on results of an SSA.    Section 9.  Access Limitations. Each Information Party shall ensure that no persons who have  access to Subscriber Information provided or made accessible to such Information Party under this  Agreement  are  listed  on:  (a)  the  Specially  Designated  Nationals  and  Blocked  Persons  list  maintained by the U.S. Treasury, Office of Foreign Assets Control; (b) the Denied Persons or  Denied Entities lists maintained by the U.S. Department of Commerce, Bureau of Industry and  Security; (c) the Debarred Persons List maintained by the U.S. Department of State, Office of  Defense Trade Controls; (d) any successors to the foregoing; or (e) any similar official public lists  maintained by any agency of the U.S. government with which financial institutions operating in  the United States are required to comply. Each Information Party will ensure that all Subscriber  Information resides in the United States or Canada, unless approved in writing in advance by the  Transferor.    Section 10. Additional Obligations. Under Section 6.6(h) of the Agreement, an Information  Party may, at the request of such Information Party (which shall be a written request if requested  by  Starbird  or  BNP  Paribas),  be  entitled  to  receive  Subscriber  Information,  and  any  such  Information Party agrees as follows:       (a) It  shall  not  store  T-Mobile  subscriber  information  and  subscriber  billing  records        (collectively, “Subscriber Information”) outside of the United States or Canada without        Finco’s  prior written consent,  which may be withheld for no reason,  or any reason,  in        Finco’s sole and absolute discretion.             (b) It shall not disclose Subscriber Information to any foreign government or entity without        first, (a) satisfying all applicable U.S. federal, state and local legal requirements, including,        if required, receiving appropriate authorization by a domestic U.S. court, or receiving prior        written authorization from the U.S. Department of Justice, (b) to the extent not prohibited        by law, rule, regulation or court order applicable to such Information Party (i) notifying        Finco of the request for such information within five (5) calendar days of its receipt and                                         3  736153181 19632398 





 






                                                                                       (ii) reasonably cooperating with Finco to object to and commence appropriate proceedings        to protect the information;    Section 11. Term.  The provisions of this Annex C will remain in effect in accordance with  Section 9.8 of the Agreement.          Section 12. Responsibility for Subscriber Information. Prior to the transfer of any Subscriber  Information to the Information Parties pursuant to and in accordance with the Agreement, Sections  6 through 10 shall not apply.  If ownership of any Subscriber Information is so transferred to any  Information Party, legal responsibility to maintain the privacy and security of such information  shall rest entirely with such Information Party and Sections 5 through 10 above shall not apply  with respect to such information.                                                                                        4  736153181 19632398 





 






                                                                         Annex D                                FORM OF INVOICE                                                                                                                                                                                                          T-Mobile Financial LLC                                                        12920 SE 38th Street                                                         Bellevue, WA 98006         addressed to         [•]         Reference: Servicing Fee pursuant to Section 6.9 of the Amended and        Restated Receivables Purchase and Administration Agreement (“RPAA”)        concluded on [•]         [Date of invoice]         Invoice number (specific per invoice) [•]         For our servicing services pursuant to the RPAA         in the period of [months, year] we charge         [determination of Servicing Fee pursuant to Section 6.9 of the RPAA]         Total Amount USD [•]         The payment shall be effected in accordance with Section 6.9(b) and Section 2.8        of the RPAA.         The services are subject to Value Added Tax payable by the recipient of services        by way of reverse charge (Steuerschuldnerschaft des Leistungsempfängers) in        Germany; thus, no VAT is shown on this invoice.                                                                                    NJ 231109207v1  736153181 19632398