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.