T-MOBILE LEASING LLC (Form: POSASR, Received: 11/02/2015 07:59:49)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on November 2, 2015

Registration No. 333-192178

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

FORM S-3

UNDER

THE SECURITIES ACT OF 1933

T-Mobile US, Inc.

T-Mobile USA, Inc.

(Exact name of registrant as specified in its charter)

Delaware

20-0836269

91-1983600

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Additional Registrants

(See Table of Additional Registrants on next page)

12920 SE 38th Street

Bellevue, Washington 98006

(425) 378-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John J. Legere

Chief Executive Officer

T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

(425) 378-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

David A. Miller
Executive Vice President, General
Counsel and Secretary

T-Mobile US, Inc.
12920 SE 38th Street

Bellevue, Washington 98006

(425) 378-4000

Joerg Esdorn

Stewart McDowell

Gibson, Dunn & Crutcher LLP
200 Park Avenue

New York, New York 10166
(212) 351-4000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered(1)(2)	Proposed Maximum Offering Price Per Unit(1)(2)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)
Common Stock, par value $0.00001 per share, of T-Mobile US, Inc.	—	—	—	—
Preferred Stock, par value $0.00001 per share, of T-Mobile US, Inc.	—	—	—	—
Debt Securities of T-Mobile USA, Inc.	—	—	—	—
Guarantee(s) of Debt Securities of T-Mobile USA, Inc. (3)	—	—	—	—
Total	—	—	—	—

(1)	Not applicable pursuant to General Instruction II(E) of Form S-3.

(2)	An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement. Any securities registered under this registration statement may be sold separately or as units with other securities registered hereunder.

(3)	The Registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r). Pursuant to Rule 457(n), no separate filing fee is required for the guarantees.

TABLE OF ADDITIONAL REGISTRANTS


Exact name of registrant as specified in its charter (1)	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number
IBSV LLC	Delaware	91-2116910
MetroPCS California, LLC	Delaware	68-0618381
MetroPCS Florida, LLC	Delaware	68-0618383
MetroPCS Georgia, LLC	Delaware	68-0618386
MetroPCS Massachusetts, LLC	Delaware	20-8303630
MetroPCS Michigan, LLC	Delaware	20-2509038
MetroPCS Networks California, LLC	Delaware	20-4956821
MetroPCS Networks Florida, LLC	Delaware	20-4957100
MetroPCS Nevada, LLC	Delaware	20-8303430
MetroPCS New York, LLC	Delaware	20-8303519
MetroPCS Pennsylvania, LLC	Delaware	20-8303570
MetroPCS Texas, LLC	Delaware	20-2508993
Powertel Memphis Licenses, Inc.	Delaware	58-2228915
Powertel/Memphis, Inc.	Delaware	58-2228912
SunCom Wireless Holdings, Inc.	Delaware	23-2974475
SunCom Wireless Investment Company LLC	Delaware	30-0283150
SunCom Wireless License Company, LLC	Delaware	75-3172489
SunCom Wireless Management Company, Inc.	Delaware	23-2940271
SunCom Wireless Operating Company, L.L.C.	Delaware	23-2974309
SunCom Wireless Property Company, L.L.C.	Delaware	43-2065344
SunCom Wireless, Inc.	Delaware	23-2930873
T-Mobile Central LLC	Delaware	91-1973799
T-Mobile Financial LLC	Delaware	47-1324347
T-Mobile Leasing LLC	Delaware	47-5079638
T-Mobile License LLC	Delaware	91-1917328
T-Mobile Northeast LLC	Delaware	52-2069434
T-Mobile PCS Holdings LLC	Delaware	91-2159335
T-Mobile Puerto Rico Holdings LLC	Delaware	20-2209577
T-Mobile Puerto Rico LLC	Delaware	66-0649631
T-Mobile Resources Corporation	Delaware	91-1909782
T-Mobile South LLC	Delaware	20-3945483
T-Mobile Subsidiary IV Corporation	Delaware	91-2116909
T-Mobile West LLC	Delaware	36-4027581
Triton PCS Finance Company, Inc.	Delaware	51-0393831
Triton PCS Holdings Company L.L.C.	Delaware	23-2941874
VoiceStream PCS I Iowa Corporation	Delaware	91-1869520
VoiceStream Pittsburgh General Partner, Inc.	Delaware	36-3875668
VoiceStream Pittsburgh, L.P.	Delaware	16-1442506

(1)	The address of each registrant is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000 .

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 (the “Amendment”) to the registration statement on Form S-3 (Registration No. 333-192178) initially filed by T-Mobile US, Inc. and T-Mobile USA, Inc. on November 7, 2013 with the Securities and Exchange Commission (the “SEC”), as amended by the Post-Effective Amendment No. 1, filed on September 3, 2014 with the SEC (the “Registration Statement”) is filed (i) to add T-Mobile Leasing LLC as a co-registrant to the Registration Statement and to register guarantees of debt securities by T-Mobile Leasing LLC; and (ii) to remove MetroPCS Networks, LLC as a co-registrant from the Registration Statement and to de-register guarantees of debt securities by MetroPCS Networks, LLC.

No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.

Other Expenses of Issuance and Distribution.

Our estimated expenses in connection with the issuance and distribution of the securities being registered are set forth in the following table.


	Amount to be Paid
SEC Registration Fee	$	**
Legal Fees and Expenses		*
Trustee Fees and Expenses		*
Accounting Fees and Expenses		*
Printing Expenses		*
NYSE and Other Listing Fees		*
Miscellaneous		*

Total	$	*

*	In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the registration fee for the securities offered by this prospectus.

**	These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

Item 15.

Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, in effect, that any person made a party to any action by reason of the fact that he is or was a director, officer, employee or agent of the Company may and, in some cases, must be indemnified by the Company against, in the case of a non-derivative action, judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys’ fees) incurred by him as a result of such action and in the case of a derivative action, against expenses (including attorneys’ fees), if in either type of action he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal action, he had no reasonable cause to believe his conduct was unlawful. This indemnification does not apply, in a derivative action, to matters as to which it is adjudged that the director, officer, employee or agent is liable to the Company, unless upon court order it is determined that, despite such adjudication of liability, but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for expenses.

Our certificate of incorporation provides that no director is liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. Our amended and restated bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. We have entered into indemnification agreements with all of our directors and executive officers and have purchased directors’ and officers’ liability insurance.

Any underwriting agreement will provide for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act, or otherwise.

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Item 16.

Exhibits.


Exhibit No.		Document

1.1*		Form of Underwriting or Purchase Agreement.

2.1		Business Combination Agreement, among Deutsche Telekom AG, T-Mobile USA, Inc., T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and MetroPCS Communications, Inc., dated as of October 3, 2012 (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on October 3, 2012).

2.2		Amendment No. 1 to the Business Combination Agreement, among Deutsche Telekom AG, T-Mobile USA, Inc., T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and MetroPCS Communications, Inc., dated as of April 14, 2013 (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on April 15, 2013).

3.1		Fourth Amended and Restated Certificate of Incorporation of T-Mobile US, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on May 2, 2013).

3.2		Fifth Amended and Restated Bylaws of T-Mobile US, Inc. (Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K, filed on May 2, 2013).

3.3		Amended and Restated Certificate of Incorporation of T-Mobile USA, Inc. (Incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.4		Amended and Restated Bylaws of T-Mobile USA, Inc. (Incorporated by reference to Exhibit 3.4 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.5		Certificate of Formation of IBSV LLC, formerly known as GSV LLC (Incorporated by reference to Exhibit 3.5 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.6		Limited Liability Company Agreement of IBSV LLC, formerly known as GSV LLC (Incorporated by reference to Exhibit 3.6 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.7		Certificate of Incorporation of Powertel Memphis Licenses, Inc., as amended (Incorporated by reference to Exhibit 3.7 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.8		Amended and Restated Bylaws of Powertel Memphis Licenses, Inc. (Incorporated by reference to Exhibit 3.8 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.9		Certification of Incorporation of Powertel/Memphis, Inc., as amended (Incorporated by reference to Exhibit 3.9 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.10		Amended and Restated Bylaws of Powertel/Memphis, Inc. (Incorporated by reference to Exhibit 3.10 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.11		Restated Certificate of Incorporation of SunCom Wireless Holdings, Inc., as amended (Incorporated by reference to Exhibit 3.11 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.12		Amended and Restated Bylaws of SunCom Wireless Holdings, Inc. (Incorporated by reference to Exhibit 3.12 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.13		Certificate of Formation of SunCom Wireless Investment Company LLC, as amended (Incorporated by reference to Exhibit 3.13 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.14		Limited Liability Company Agreement of SunCom Wireless Investment Company LLC (Incorporated by reference to Exhibit 3.14 to our Registration Statement on Form S-4, filed on December 12, 2013).

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3.15		Certificate of Formation of SunCom Wireless License Company, LLC, as amended (Incorporated by reference to Exhibit 3.15 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.16		Limited Liability Company Agreement of SunCom Wireless License Company, LLC (Incorporated by reference to Exhibit 3.16 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.17		Certificate of Incorporation of SunCom Wireless Management Company, Inc., as amended (Incorporated by reference to Exhibit 3.17 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.18		Bylaws of SunCom Wireless Management Company, Inc. (Incorporated by reference to Exhibit 3.18 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.19		Certificate of Formation of SunCom Wireless Operating Company, L.L.C., as amended (Incorporated by reference to Exhibit 3.19 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.20		Limited Liability Company Agreement of SunCom Wireless Operating Company, L.L.C. (Incorporated by reference to Exhibit 3.20 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.21		Certificate of Formation of SunCom Wireless Property Company, L.L.C., as amended (Incorporated by reference to Exhibit 3.21 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.22		Limited Liability Company Agreement of SunCom Wireless Property Company, L.L.C. (Incorporated by reference to Exhibit 3.22 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.23		Certificate of Incorporation of SunCom Wireless, Inc., as amended (Incorporated by reference to Exhibit 3.23 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.24		Bylaws of SunCom Wireless, Inc. (Incorporated by reference to Exhibit 3.24 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.25		Certificate of Formation of T-Mobile Central LLC, as amended (Incorporated by reference to Exhibit 3.25 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.26		Limited Liability Company Agreement of T-Mobile Central LLC (Incorporated by reference to Exhibit 3.26 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.27		Certificate of Formation of T-Mobile License LLC (Incorporated by reference to Exhibit 3.27 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.28		Limited Liability Company Agreement of T-Mobile License LLC (Incorporated by reference to Exhibit 3.28 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.29		Certificate of Formation of T-Mobile Northeast LLC (Incorporated by reference to Exhibit 3.29 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.30		Limited Liability Company Agreement of T-Mobile Northeast LLC (Incorporated by reference to Exhibit 3.30 to our Registration Statement on Form S-4, filed on December 12, 2013).

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3.31		Certificate of Formation of T-Mobile PCS Holdings LLC, as amended (Incorporated by reference to Exhibit 3.31 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.32		Limited Liability Company Agreement of T-Mobile PCS Holdings LLC (Incorporated by reference to Exhibit 3.32 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.33		Certificate of Formation of T-Mobile Puerto Rico Holdings LLC, as amended (Incorporated by reference to Exhibit 3.33 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.34		Limited Liability Company Agreement of T-Mobile Puerto Rico Holdings LLC (Incorporated by reference to Exhibit 3.34 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.35		Certificate of Formation of T-Mobile Puerto Rico LLC, as amended (Incorporated by reference to Exhibit 3.35 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.36		Amended and Restated Limited Liability Company Agreement of T-Mobile Puerto Rico LLC (Incorporated by reference to Exhibit 3.36 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.37		Certificate of Incorporation of T-Mobile Resources Corporation, as amended (Incorporated by reference to Exhibit 3.37 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.38		Bylaws of T-Mobile Resources Corporation (Incorporated by reference to Exhibit 3.38 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.39		Certificate of Formation of T-Mobile South LLC (Incorporated by reference to Exhibit 3.39 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.40		Limited Liability Company Agreement of T-Mobile South LLC (Incorporated by reference to Exhibit 3.40 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.41		Certificate of Incorporation of T-Mobile Subsidiary IV Corporation, as amended (Incorporated by reference to Exhibit 3.41 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.42		Bylaws of T-Mobile Subsidiary IV Corporation (Incorporated by reference to Exhibit 3.42 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.43		Certificate of Formation of T-Mobile West LLC (Incorporated by reference to Exhibit 3.43 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.44		Limited Liability Company Agreement of T-Mobile West LLC (Incorporated by reference to Exhibit 3.44 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.45		Certificate of Incorporation of Triton PCS Finance Company, Inc. (Incorporated by reference to Exhibit 3.45 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.46		Bylaws of Triton PCS Finance Company, Inc. (Incorporated by reference to Exhibit 3.46 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.47		Certificate of Formation of Triton PCS Holdings Company L.L.C., as amended (Incorporated by reference to Exhibit 3.47 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.48		Limited Liability Company Agreement of Triton PCS Holdings Company L.L.C. (Incorporated by reference to Exhibit 3.48 to our Registration Statement on Form S-4, filed on December 12, 2013).

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3.49		Certificate of Incorporation of VoiceStream PCS I Iowa Corporation, as amended (Incorporated by reference to Exhibit 3.49 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.50		Bylaws of VoiceStream PCS I Iowa Corporation (Incorporated by reference to Exhibit 3.50 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.51		Certificate of Incorporation of VoiceStream Pittsburgh General Partner, Inc., as amended (Incorporated by reference to Exhibit 3.51 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.52		Bylaws of VoiceStream Pittsburgh General Partner, Inc. (Incorporated by reference to Exhibit 3.52 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.53		Certificate of Limited Partnership of VoiceStream Pittsburgh, L.P., as amended (Incorporated by reference to Exhibit 3.53 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.54		Agreement Establishing VoiceStream Pittsburgh, L.P. (Incorporated by reference to Exhibit 3.54 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.55		Certificate of Formation of MetroPCS California, LLC, as amended (Incorporated by reference to Exhibit 3.55 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.56		Amended and Restated Limited Liability Company Agreement of MetroPCS California, LLC (Incorporated by reference to Exhibit 3.56 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.57		Certificate of Formation of MetroPCS Florida, LLC (Incorporated by reference to Exhibit 3.57 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.58		Amended and Restated Limited Liability Company Agreement of MetroPCS Florida, LLC (Incorporated by reference to Exhibit 3.58 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.59		Certificate of Formation of MetroPCS Georgia, LLC (Incorporated by reference to Exhibit 3.59 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.60		Amended and Restated Limited Liability Company Agreement of MetroPCS Georgia, LLC (Incorporated by reference to Exhibit 3.60 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.61		Certificate of Formation of MetroPCS Massachusetts, LLC (Incorporated by reference to Exhibit 3.61 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.62		Amended and Restated Limited Liability Company Agreement of MetroPCS Massachusetts, LLC (Incorporated by reference to Exhibit 3.62 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.63		Certificate of Formation of MetroPCS Michigan, LLC (Incorporated by reference to Exhibit 3.63 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.64		Limited Liability Company Agreement of MetroPCS Michigan, LLC (Incorporated by reference to Exhibit 3.64 to our Registration Statement on Form S-4, filed on December 12, 2013).

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3.65		Certificate of Formation of MetroPCS Nevada, LLC (Incorporated by reference to Exhibit 3.65 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.66		Amended and Restated Limited Liability Company Agreement of MetroPCS Nevada, LLC (Incorporated by reference to Exhibit 3.66 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.67		Certificate of Formation of MetroPCS New York, LLC (Incorporated by reference to Exhibit 3.67 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.68		Amended and Restated Limited Liability Company Agreement of MetroPCS New York, LLC (Incorporated by reference to Exhibit 3.68 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.69		Certificate of Formation of MetroPCS Pennsylvania, LLC (Incorporated by reference to Exhibit 3.69 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.70		Amended and Restated Limited Liability Company Agreement of MetroPCS Pennsylvania, LLC (Incorporated by reference to Exhibit 3.70 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.71		Certificate of Formation of MetroPCS Texas, LLC (Incorporated by reference to Exhibit 3.71 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.72		Second Amended and Restated Limited Liability Company Agreement of MetroPCS Texas, LLC (Incorporated by reference to Exhibit 3.72 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.73		Certificate of Formation of MetroPCS Networks, LLC, as amended (Incorporated by reference to Exhibit 3.73 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.74		Third Amended and Restated Limited Liability Company Agreement of MetroPCS Networks, LLC (Incorporated by reference to Exhibit 3.74 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.75		Certificate of Formation of MetroPCS Networks California, LLC, as amended (Incorporated by reference to Exhibit 3.75 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.76		Amended and Restated Limited Liability Company Agreement of MetroPCS Networks California, LLC (Incorporated by reference to Exhibit 3.76 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.77		Certificate of Formation of MetroPCS Networks Florida, LLC, as amended (Incorporated by reference to Exhibit 3.77 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.78		Amended and Restated Limited Liability Company Agreement of MetroPCS Networks Florida, LLC (Incorporated by reference to Exhibit 3.78 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.79		Certificate of Formation of T-Mobile Financial LLC (Incorporated by reference to Exhibit 3.79 to our Registration Statement on Form S-3, filed on September 3, 2014).

3.80		Limited Liability Company Agreement of T-Mobile Financial LLC (Incorporated by reference to Exhibit 3.80 to our Registration Statement on Form S-3, filed on September 3, 2014).

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3.81		Limited Liability Company Certificate of Amendment of IBSV LLC

3.82†		Certificate of Formation of T-Mobile Leasing LLC

3.83†		Limited Liability Company Agreement of T-Mobile Leasing LLC

4.1		Specimen Common Stock Certificate (Incorporated by reference to Exhibit 99.3 to Amendment No. 1 to our Form 8-A, filed on May 2, 2013).

4.2		Form of Indenture among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.4 to our Registration Statement on Form S-3, filed on November 7, 2013).

4.3		Indenture, dated as of April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on May 2, 2013).

4.4		Stockholder’s Agreement, dated as of April 30, 2013, between Deutsche Telekom AG and MetroPCS Communications, Inc. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on May 2, 2013).

4.5		Waiver of Required Approval under Section 3.6(a) of the Stockholder’s Agreement, dated August 7, 2013, between T-Mobile US, Inc. and Deutsche Telekom AG (Incorporated by reference to Exhibit 10.10 to our Quarterly Report on Form 10-Q, filed on August 8, 2013).

4.6		Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on March 30, 2007).

4.7		Amendment No. 1 to Rights Agreement, dated as of October 3, 2012, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on October 3, 2012).

4.8*		Form of Debt Security.

4.9*		Form of Guarantee.

4.10*		Specimen Preferred Stock Certificate.

5.1†		Opinion of Gibson, Dunn & Crutcher LLP.

12.1†		Calculation of Ratio of Earnings to Fixed Charges.

23.1†		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

23.2†		Consent of PricewaterhouseCoopers LLP.

24.1		Powers of Attorney (Incorporated by reference to the signature pages of our Registration Statement on Form S-3, filed on November 7, 2013).

24.2†		Power of Attorney (included on the signature pages hereof).

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25.1†		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as Trustee under the Indenture incorporated by reference as Exhibit 4.2

25.2†		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as Trustee under the Indenture incorporated by reference as Exhibit 4.3

†	Filed herewith.

*	To be filed by amendment, as an exhibit to a Current Report on Form 8-K or by other applicable filing with the SEC, and incorporated by reference herein.

Item 17.

Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however , that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

II-8

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided , however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on November 2, 2015.


T-MOBILE US, INC.

By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

*	President and Chief Executive Officer (Principal Executive Officer) and Director	November 2, 2015
John J. Legere

/s/ J. Braxton Carter	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 2, 2015
J. Braxton Carter

*	Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	November 2, 2015
Michael J. Morgan

*	Chairman of the Board	November 2, 2015
Timotheus Höttges	Chairman of the Board

*	Director	November 2, 2015
W. Michael Barnes	Director

*	Director	November 2, 2015
Srikant Datar	Director

*	Director	November 2, 2015
Lawrence H. Guffey	Director

*	Director	November 2, 2015
Raphael Kübler	Director

*	Director	November 2, 2015
Thorsten Langheim	Director

*	Director	November 2, 2015
Teresa A. Taylor	Director

*	Director	November 2, 2015
Kelvin R. Westbrook	Director

	Director	November 2, 2015
Thomas Dannenfeldt	Director

	Director	November 2, 2015
Bruno Jacobfeuerborn	Director


* By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Attorney-in-Fact

SIGNATURES


T-MOBILE USA, INC.

By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

*	President and Chief Executive Officer (Principal Executive Officer)	November 2, 2015
John J. Legere

/s/ J. Braxton Carter	Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Director	November 2, 2015
J. Braxton Carter

*	Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	November 2, 2015
Michael J. Morgan

*	Director	November 2, 2015
David A. Miller	Director


* By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Attorney-in-Fact

SIGNATURES


IBSV LLC
T-MOBILE NORTHEAST LLC
T-MOBILE LICENSE LLC
T-MOBILE SOUTH LLC
T-MOBILE WEST LLC

By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

*	President and Chief Executive Officer (Principal Executive Officer)	November 2, 2015
John J. Legere

/s/ J. Braxton Carter	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 2, 2015
J. Braxton Carter

*	Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	November 2, 2015
Michael J. Morgan

*	Manager	November 2, 2015
David A. Miller


* By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Attorney-in-Fact

SIGNATURES


POWERTEL MEMPHIS LICENSES, INC.
POWERTEL/MEMPHIS, INC.
SUNCOM WIRELESS HOLDINGS, INC.
SUNCOM WIRELESS MANAGEMENT COMPANY, INC.
SUNCOM WIRELESS, INC.
VOICESTREAM PCS I IOWA CORPORATION
VOICESTREAM PITTSBURGH GENERAL PARTNER, INC.
T-MOBILE RESOURCES CORPORATION
T-MOBILE SUBSIDIARY IV CORPORATION

By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

*	President and Chief Executive Officer (Principal Executive Officer)	November 2, 2015
John J. Legere

/s/ J. Braxton Carter	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 2, 2015
J. Braxton Carter

*	Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	November 2, 2015
Michael J. Morgan

*	Director	November 2, 2015
David A. Miller	Director


* By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Attorney-in-Fact

SIGNATURES


SUNCOM WIRELESS INVESTMENT COMPANY LLC
SUNCOM WIRELESS LICENSE COMPANY, LLC
SUNCOM WIRELESS OPERATING COMPANY, L.L.C.
SUNCOM WIRELESS PROPERTY COMPANY, L.L.C.
T-MOBILE PUERTO RICO HOLDINGS LLC
T-MOBILE PUERTO RICO LLC
TRITON PCS HOLDINGS COMPANY L.L.C.

By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

*	President and Chief Executive Officer (Principal Executive Officer)	November 2, 2015
John J. Legere

/s/ J. Braxton Carter	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 2, 2015
J. Braxton Carter

*	Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	November 2, 2015
Michael J. Morgan

*	President and Chief Executive Officer of SunCom Wireless Management Company, Inc., the Registrant’s Manager	November 2, 2015
John J. Legere		November 2, 2015


* By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Attorney-in-Fact

SIGNATURES


T-MOBILE CENTRAL LLC
T-MOBILE PCS HOLDINGS LLC

By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

*	President and Chief Executive Officer (Principal Executive Officer)	November 2, 2015
John J. Legere

/s/ J. Braxton Carter	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 2, 2015
J. Braxton Carter

*	Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	November 2, 2015
Michael J. Morgan

*	President and Chief Executive Officer of T-Mobile USA, Inc., the Registrant’s Member	November 2, 2015
John J. Legere


* By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Attorney-in-Fact

SIGNATURES


TRITON PCS FINANCE COMPANY, INC.

By:		/s/ David A. Miller
		David A. Miller
		President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ David A. Miller	President and Director	November 2, 2015
David A. Miller	President and Director

*	Vice President and Assistant Secretary, and Director	November 2, 2015
Brian T. Harrison	Vice President and Assistant Secretary, and Director

/s/ J. Braxton Carter	Director	November 2, 2015
J. Braxton Carter	Director


* By:		/s/ David A. Miller
		David A. Miller
		Attorney-in-Fact

SIGNATURES


VOICESTREAM PITTSBURGH, L.P.

By:		VoiceStream Pittsburgh General Partner, Inc.
Its:		General Partner

By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and Chief Financial Officer

SIGNATURES


METROPCS CALIFORNIA, LLC
METROPCS FLORIDA, LLC
METROPCS GEORGIA, LLC
METROPCS MASSACHUSETTS, LLC
METROPCS MICHIGAN, LLC
METROPCS NEVADA, LLC
METROPCS NEW YORK, LLC
METROPCS PENNSYLVANIA, LLC
METROPCS TEXAS, LLC
METROPCS NETWORKS CALIFORNIA, LLC
METROPCS NETWORKS FLORIDA, LLC

By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

*	President and Chief Executive Officer (Principal Executive Officer)	November 2, 2015
John J. Legere

/s/ J. Braxton Carter	Executive Vice President and Chief Financial Officer (Principal Financial Officer) and Manager	November 2, 2015
J. Braxton Carter

*	Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)	November 2, 2015
Michael J. Morgan

*	Manager	November 2, 2015
David A. Miller

*	Manager	November 2, 2015
Thomas C. Keys


* By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Attorney-in-Fact

SIGNATURES


T-MOBILE FINANCIAL LLC

By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

*	President (Principal Executive Officer and Principal Accounting Officer)	November 2, 2015
Michael J. Morgan

/s/ J. Braxton Carter	Executive Vice President and Treasurer (Principal Financial Officer) and Manager	November 2, 2015
J. Braxton Carter

*	Manager	November 2, 2015
David A. Miller	Manager


* By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Attorney-in-Fact

SIGNATURES


T-MOBILE LEASING LLC

By:		/s/ J. Braxton Carter
		J. Braxton Carter
		Executive Vice President and Treasurer

Each person whose signature appears below constitutes and appoints Michael J. Morgan and J. Braxton Carter, and each or either of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements (including post-effective amendments) to this registration statement on Form S-3, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Michael J. Morgan	President (Principal Executive Officer and Principal Accounting Officer)	November 2, 2015
Michael J. Morgan

/s/ J. Braxton Carter	Executive Vice President and Treasurer (Principal Financial Officer) and Manager	November 2, 2015
J. Braxton Carter

/s/ David A. Miller	Manager	November 2, 2015
David A. Miller

EXHIBIT INDEX


Exhibit No.		Document

1.1*		Form of Underwriting or Purchase Agreement.

2.1		Business Combination Agreement, among Deutsche Telekom AG, T-Mobile USA, Inc., T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and MetroPCS Communications, Inc., dated as of October 3, 2012 (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on October 3, 2012).

2.2		Amendment No. 1 to the Business Combination Agreement, among Deutsche Telekom AG, T-Mobile USA, Inc., T-Mobile Global Zwischenholding GmbH, T-Mobile Global Holding GmbH and MetroPCS Communications, Inc., dated as of April 14, 2013 (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on April 15, 2013).

3.1		Fourth Amended and Restated Certificate of Incorporation of T-Mobile US, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on May 2, 2013).

3.2		Fifth Amended and Restated Bylaws of T-Mobile US, Inc. (Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K, filed on May 2, 2013).

3.3		Amended and Restated Certificate of Incorporation of T-Mobile USA, Inc. (Incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.4		Amended and Restated Bylaws of T-Mobile USA, Inc. (Incorporated by reference to Exhibit 3.4 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.5		Certificate of Formation of IBSV LLC, formerly known as GSV LLC (Incorporated by reference to Exhibit 3.5 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.6		Limited Liability Company Agreement of IBSV LLC, formerly known as GSV LLC (Incorporated by reference to Exhibit 3.6 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.7		Certificate of Incorporation of Powertel Memphis Licenses, Inc., as amended (Incorporated by reference to Exhibit 3.7 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.8		Amended and Restated Bylaws of Powertel Memphis Licenses, Inc. (Incorporated by reference to Exhibit 3.8 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.9		Certification of Incorporation of Powertel/Memphis, Inc., as amended (Incorporated by reference to Exhibit 3.9 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.10		Amended and Restated Bylaws of Powertel/Memphis, Inc. (Incorporated by reference to Exhibit 3.10 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.11		Restated Certificate of Incorporation of SunCom Wireless Holdings, Inc., as amended (Incorporated by reference to Exhibit 3.11 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.12		Amended and Restated Bylaws of SunCom Wireless Holdings, Inc. (Incorporated by reference to Exhibit 3.12 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.13		Certificate of Formation of SunCom Wireless Investment Company LLC, as amended (Incorporated by reference to Exhibit 3.13 to our Registration Statement on Form S-4, filed on December 12, 2013).


3.14		Limited Liability Company Agreement of SunCom Wireless Investment Company LLC (Incorporated by reference to Exhibit 3.14 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.15		Certificate of Formation of SunCom Wireless License Company, LLC, as amended (Incorporated by reference to Exhibit 3.15 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.16		Limited Liability Company Agreement of SunCom Wireless License Company, LLC (Incorporated by reference to Exhibit 3.16 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.17		Certificate of Incorporation of SunCom Wireless Management Company, Inc., as amended (Incorporated by reference to Exhibit 3.17 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.18		Bylaws of SunCom Wireless Management Company, Inc. (Incorporated by reference to Exhibit 3.18 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.19		Certificate of Formation of SunCom Wireless Operating Company, L.L.C., as amended (Incorporated by reference to Exhibit 3.19 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.20		Limited Liability Company Agreement of SunCom Wireless Operating Company, L.L.C. (Incorporated by reference to Exhibit 3.20 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.21		Certificate of Formation of SunCom Wireless Property Company, L.L.C., as amended (Incorporated by reference to Exhibit 3.21 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.22		Limited Liability Company Agreement of SunCom Wireless Property Company, L.L.C. (Incorporated by reference to Exhibit 3.22 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.23		Certificate of Incorporation of SunCom Wireless, Inc., as amended (Incorporated by reference to Exhibit 3.23 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.24		Bylaws of SunCom Wireless, Inc. (Incorporated by reference to Exhibit 3.24 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.25		Certificate of Formation of T-Mobile Central LLC, as amended (Incorporated by reference to Exhibit 3.25 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.26		Limited Liability Company Agreement of T-Mobile Central LLC (Incorporated by reference to Exhibit 3.26 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.27		Certificate of Formation of T-Mobile License LLC (Incorporated by reference to Exhibit 3.27 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.28		Limited Liability Company Agreement of T-Mobile License LLC (Incorporated by reference to Exhibit 3.28 to our Registration Statement on Form S-4, filed on December 12, 2013).


3.29		Certificate of Formation of T-Mobile Northeast LLC (Incorporated by reference to Exhibit 3.29 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.30		Limited Liability Company Agreement of T-Mobile Northeast LLC (Incorporated by reference to Exhibit 3.30 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.31		Certificate of Formation of T-Mobile PCS Holdings LLC, as amended (Incorporated by reference to Exhibit 3.31 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.32		Limited Liability Company Agreement of T-Mobile PCS Holdings LLC (Incorporated by reference to Exhibit 3.32 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.33		Certificate of Formation of T-Mobile Puerto Rico Holdings LLC, as amended (Incorporated by reference to Exhibit 3.33 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.34		Limited Liability Company Agreement of T-Mobile Puerto Rico Holdings LLC (Incorporated by reference to Exhibit 3.34 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.35		Certificate of Formation of T-Mobile Puerto Rico LLC, as amended (Incorporated by reference to Exhibit 3.35 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.36		Amended and Restated Limited Liability Company Agreement of T-Mobile Puerto Rico LLC (Incorporated by reference to Exhibit 3.36 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.37		Certificate of Incorporation of T-Mobile Resources Corporation, as amended (Incorporated by reference to Exhibit 3.37 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.38		Bylaws of T-Mobile Resources Corporation (Incorporated by reference to Exhibit 3.38 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.39		Certificate of Formation of T-Mobile South LLC (Incorporated by reference to Exhibit 3.39 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.40		Limited Liability Company Agreement of T-Mobile South LLC (Incorporated by reference to Exhibit 3.40 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.41		Certificate of Incorporation of T-Mobile Subsidiary IV Corporation, as amended (Incorporated by reference to Exhibit 3.41 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.42		Bylaws of T-Mobile Subsidiary IV Corporation (Incorporated by reference to Exhibit 3.42 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.43		Certificate of Formation of T-Mobile West LLC (Incorporated by reference to Exhibit 3.43 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.44		Limited Liability Company Agreement of T-Mobile West LLC (Incorporated by reference to Exhibit 3.44 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.45		Certificate of Incorporation of Triton PCS Finance Company, Inc. (Incorporated by reference to Exhibit 3.45 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.46		Bylaws of Triton PCS Finance Company, Inc. (Incorporated by reference to Exhibit 3.46 to our Registration Statement on Form S-4, filed on December 12, 2013).


3.47		Certificate of Formation of Triton PCS Holdings Company L.L.C., as amended (Incorporated by reference to Exhibit 3.47 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.48		Limited Liability Company Agreement of Triton PCS Holdings Company L.L.C. (Incorporated by reference to Exhibit 3.48 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.49		Certificate of Incorporation of VoiceStream PCS I Iowa Corporation, as amended (Incorporated by reference to Exhibit 3.49 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.50		Bylaws of VoiceStream PCS I Iowa Corporation (Incorporated by reference to Exhibit 3.50 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.51		Certificate of Incorporation of VoiceStream Pittsburgh General Partner, Inc., as amended (Incorporated by reference to Exhibit 3.51 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.52		Bylaws of VoiceStream Pittsburgh General Partner, Inc. (Incorporated by reference to Exhibit 3.52 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.53		Certificate of Limited Partnership of VoiceStream Pittsburgh, L.P., as amended (Incorporated by reference to Exhibit 3.53 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.54		Agreement Establishing VoiceStream Pittsburgh, L.P. (Incorporated by reference to Exhibit 3.54 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.55		Certificate of Formation of MetroPCS California, LLC, as amended (Incorporated by reference to Exhibit 3.55 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.56		Amended and Restated Limited Liability Company Agreement of MetroPCS California, LLC (Incorporated by reference to Exhibit 3.56 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.57		Certificate of Formation of MetroPCS Florida, LLC (Incorporated by reference to Exhibit 3.57 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.58		Amended and Restated Limited Liability Company Agreement of MetroPCS Florida, LLC (Incorporated by reference to Exhibit 3.58 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.59		Certificate of Formation of MetroPCS Georgia, LLC (Incorporated by reference to Exhibit 3.59 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.60		Amended and Restated Limited Liability Company Agreement of MetroPCS Georgia, LLC (Incorporated by reference to Exhibit 3.60 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.61		Certificate of Formation of MetroPCS Massachusetts, LLC (Incorporated by reference to Exhibit 3.61 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.62		Amended and Restated Limited Liability Company Agreement of MetroPCS Massachusetts, LLC (Incorporated by reference to Exhibit 3.62 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.63		Certificate of Formation of MetroPCS Michigan, LLC (Incorporated by reference to Exhibit 3.63 to our Registration Statement on Form S-4, filed on December 12, 2013).


3.64		Limited Liability Company Agreement of MetroPCS Michigan, LLC (Incorporated by reference to Exhibit 3.64 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.65		Certificate of Formation of MetroPCS Nevada, LLC (Incorporated by reference to Exhibit 3.65 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.66		Amended and Restated Limited Liability Company Agreement of MetroPCS Nevada, LLC (Incorporated by reference to Exhibit 3.66 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.67		Certificate of Formation of MetroPCS New York, LLC (Incorporated by reference to Exhibit 3.67 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.68		Amended and Restated Limited Liability Company Agreement of MetroPCS New York, LLC (Incorporated by reference to Exhibit 3.68 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.69		Certificate of Formation of MetroPCS Pennsylvania, LLC (Incorporated by reference to Exhibit 3.69 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.70		Amended and Restated Limited Liability Company Agreement of MetroPCS Pennsylvania, LLC (Incorporated by reference to Exhibit 3.70 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.71		Certificate of Formation of MetroPCS Texas, LLC (Incorporated by reference to Exhibit 3.71 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.72		Second Amended and Restated Limited Liability Company Agreement of MetroPCS Texas, LLC (Incorporated by reference to Exhibit 3.72 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.73		Certificate of Formation of MetroPCS Networks, LLC, as amended (Incorporated by reference to Exhibit 3.73 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.74		Third Amended and Restated Limited Liability Company Agreement of MetroPCS Networks, LLC (Incorporated by reference to Exhibit 3.74 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.75		Certificate of Formation of MetroPCS Networks California, LLC, as amended (Incorporated by reference to Exhibit 3.75 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.76		Amended and Restated Limited Liability Company Agreement of MetroPCS Networks California, LLC (Incorporated by reference to Exhibit 3.76 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.77		Certificate of Formation of MetroPCS Networks Florida, LLC, as amended (Incorporated by reference to Exhibit 3.77 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.78		Amended and Restated Limited Liability Company Agreement of MetroPCS Networks Florida, LLC (Incorporated by reference to Exhibit 3.78 to our Registration Statement on Form S-4, filed on December 12, 2013).

3.79		Certificate of Formation of T-Mobile Financial LLC (Incorporated by reference to Exhibit 3.79 to our Registration Statement on Form S-3, filed on September 3, 2014).


3.80		Limited Liability Company Agreement of T-Mobile Financial LLC (Incorporated by reference to Exhibit 3.80 to our Registration Statement on Form S-3, filed on September 3, 2014).

3.81		Limited Liability Company Certificate of Amendment of IBSV LLC

3.82†		Certificate of Formation of T-Mobile Leasing LLC

3.83†		Limited Liability Company Agreement of T-Mobile Leasing LLC

4.1		Specimen Common Stock Certificate (Incorporated by reference to Exhibit 99.3 to Amendment No. 1 to our Form 8-A, filed on May 2, 2013).

4.2		Form of Indenture among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.4 to our Registration Statement on Form S-3, filed on November 7, 2013).

4.3		Indenture, dated as of April 28, 2013, among T-Mobile USA, Inc., the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on May 2, 2013).

4.4		Stockholder’s Agreement, dated as of April 30, 2013, between Deutsche Telekom AG and MetroPCS Communications, Inc. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on May 2, 2013).

4.5		Waiver of Required Approval under Section 3.6(a) of the Stockholder’s Agreement, dated August 7, 2013, between T-Mobile US, Inc. and Deutsche Telekom AG (Incorporated by reference to Exhibit 10.10 to our Quarterly Report on Form 10-Q, filed on August 8, 2013).

4.6		Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on March 30, 2007).

4.7		Amendment No. 1 to Rights Agreement, dated as of October 3, 2012, between MetroPCS Communications, Inc. and American Stock Transfer & Trust Company, as Rights Agent (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on October 3, 2012).

4.8*		Form of Debt Security.

4.9*		Form of Guarantee.

4.10*		Specimen Preferred Stock Certificate.

5.1†		Opinion of Gibson, Dunn & Crutcher LLP.

12.1†		Calculation of Ratio of Earnings to Fixed Charges.

23.1†		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

23.2†		Consent of PricewaterhouseCoopers LLP.


24.1		Powers of Attorney (Incorporated by reference to the signature pages of our Registration Statement on Form S-3, filed on November 7, 2013).

24.2†		Power of Attorney (included on the signature pages hereof).

25.1†		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as Trustee under the Indenture incorporated by reference as Exhibit 4.2.

25.2†		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as Trustee under the Indenture incorporated by reference as Exhibit 4.3.

†	Filed herewith.

*	To be filed by amendment, as an exhibit to a Current Report on Form 8-K or by other applicable filing with the SEC, and incorporated by reference herein.

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Exhibit 3.82
STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION
1. The name of the limited liability company is T-Mobile Leasing LLC.
2. The address of its registered office in Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808. The name of its registered agent at the above address is Corporation Service Company.
3. This certificate will be effective upon filing.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 28th day of August, 2015.
/s/ Sarah E. Mock
Sarah E. Mock

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Exhibit 3.83
LIMITED LIABILITY COMPANY AGREEMENT OF
T-MOBILE LEASING LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”), effective as of August 28, 2015, is made and entered into pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §18-201 et seq. (the “LLC Act”), by T-Mobile USA, Inc. as the sole member (the “Member”) of T-Mobile Leasing LLC, a Delaware limited liability company (the “Company”). The Member does hereby certify and agree as follows:
ARTICLE I
NAME; FORMATION; PURPOSE; TERM; PLACE OF BUSINESS AND REGISTERED AGENT
1.1 Name; Formation. The name of the Company shall be T-Mobile Leasing LLC or such other name as the Manager(s) (as such term is defined below) may from time to time designate. The Company was formed upon the execution and filing on August 28, 2015 of the Certificate of Formation with the Secretary of State of the State of Delaware setting forth all of the information required by Section 18-201 of the LLC Act.
1.2 Purpose. The purpose for which the Company is formed and the business and objects to be carried on and promoted by it are to engage in any lawful act or activity which may be carried on by a limited liability company under the LLC Act.
1.3 Term. The Company shall have perpetual existence beginning on the effective date set forth in the Certificate of Formation filed with the Delaware Secretary of State; provided, however, that the Company may be dissolved in accordance with Section 7.1 of this Agreement.
1.4 Place of Business and Registered Agent. The initial location of the place of business of the Company shall be 12920 SE 38th Street, Bellevue, Washington, 98006. The name and registered office of the initial registered agent shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808.
ARTICLE II
MEMBERS; INTERESTS IN THE COMPANY; CAPITAL CONTRIBUTIONS
2.1 Members and Capital Contributions.
A. The initial Member’s ownership interest in the Company shall be represented by 100 units of membership interest (the “Units”). An unlimited number of Units are authorized.
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B. The Member has accepted and agreed to the provisions of this Agreement by executing a counterpart signature page hereto.
C. Subject to Section 4.1.1, one or more persons may be admitted to the Company from time to time as additional Members upon such terms and subject to such conditions as may be determined by the Members or Managers.
D. A person may be admitted to the Company as a Member without the requirements of becoming a party to this Agreement if such person evidences the intent to become a Member in writing by accepting and agreeing to be bound by the provisions of this Agreement, and, with respect to any additional or substitute Members, complies with the other conditions for becoming a Member established by the Members or Managers.
2.2 Capital Contributions.
A. The initial Member has contributed to the capital of the Company cash, services or property at such times, and in such amounts, and of the types as are reflected in the books and records of the Company.
B. The Managers may from time to time, on behalf of the Company and without the requirement of consent by the Members, seek and accept from one or more Members selected by the Managers additional capital contributions of cash, services or in-kind contributions of property on such terms and subject to such conditions as may be determined by the Managers in their sole discretion.
C. Except for the capital contributions of the Members required under Sections 2.2.A and 2.2.B, no Member shall be required to make any further capital contributions to the Company or to lend any funds to the Company, although any Member may agree and become obligated to do so. No Member shall have any obligation to contribute additional capital to the Company to restore a deficit balance in the Member’s Capital Account (as defined below).
2.3 Issuance and Classification of Units. The relative ownership interests of the Members in the Company shall be represented by Units of membership interest. Ownership interests in the Company shall constitute a security governed by Article 8 of the Delaware Uniform Commercial Code, 6 Del. C. §§ 8-10 et seq., as adopted and in effect in the State of Delaware. The Units of the Company shall be of a single class. Each Member’s share of the profits and losses of the Company, right to receive distributions from the Company (prior to its termination and dissolution) and voting powers shall be in proportion to the number of Units held by that Member.
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2.4 Certifications and Registration of Units.
A. All membership interests in the Company shall be evidenced by security certificates in registered form (the “Certificates of Units”). The Company shall keep at its principal executive office a register (the “Membership Interest Register”) in which, subject to reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), the Company shall provide for the registration and transfer of Certificates of Units.
B. Whenever one or more Certificates of Units shall be surrendered at the principal executive office of the Company for transfer (which shall be subject to satisfaction of Section 6.1 hereof) or exchange, accompanied by a written statement of transfer in a form reasonably satisfactory to the Company and duly executed by the holder of the Certificates of Units or its attorney duly authorized in writing, the Company shall execute and deliver in exchange therefor one more Certificates of Units as the Certificate or Certificates of Units so surrendered. Each new Certificate of Units shall be dated as of the date of issuance and registered in the name or names as such holder may designate in writing.
C. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Certificate of Units and of indemnity reasonably satisfactory to the Company, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of a Certificate of Units (in the case of mutilation), the Company will make and deliver in lieu of the original Certificate of Units a new Certificate of Units of like tenor and number of Units, dated as of the date of issuance.
D. The Company, the Managers and the officers of the Company shall be entitled to treat the record owner of any Units registered on the Membership Interest Register as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units has been received and accepted by the Manager and recorded on the books of the Membership Interest Register. The Manager may refuse to accept an assignment until the end of the next successive quarterly accounting period. In no event shall any Units, or any portion thereof, be sold, transferred, or assigned to a minor or incompetent, and any such attempted sale, transfer or assignment shall be void and ineffectual and shall not bind the Company or the Managers.
E. Each Certificate of Units now or hereafter held by a Member shall bear a legend in substantially the following form:
The units of membership interest represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws. No transfer or other disposition of such units may be made in the absence of an effective registration statement for such units under the Securities Act of 1933 or an opinion of legal counsel satisfactory to T-Mobile USA, Inc. that such registration is not required under said Act. Reference is also
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made to the Limited Liability Company Agreement entered into by the registered owner concurrently with or prior to the issuance of this certificate which should be referred to for additional restrictions on the transferability of the units of membership interest represented hereby.
2.5 Capital Accounts. A separate capital account (the “Capital Account”) shall be maintained for each Member. The Capital Account of a Member shall be increased by (a) the amount of cash contributed by such Member; (b) the agreed fair market value of any property contributed by such Member (net of any liabilities assumed by the Company and any liabilities to which such property is subject); and (c) the amount of all profits (and any Item thereof) allocated to such Member. Each Member’s Capital Account shall be decreased by (d) the amount of all distributions to such Member; (e) the fair market value of property distributed to such Member (net of any liabilities by the Company and any liability to which such property is subject); and (f) the amount of all losses (and any item thereof) allocated to such Member. The Capital Accounts shall be determined, maintained and adjusted in accordance with the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, including the capital account maintenance rules in Treasury Regulations § 1.704-(1)(b)(2)(iv).
2.6 General Rules Relating to the Capital of the Company.
A. No Member shall be personally liable for the return of the capital contributions of the Members, or any portion thereof, it being expressly understood that any such return of contributions shall be made solely from the Company assets.
B. No Member shall have the right to withdraw or receive a return of all or any part of that Member’s capital contributions, or to demand or (except pursuant to Article III) receive property of the Company or any distribution in return for that Member’s capital contributions.
Section 2.7 Liability of Members. No Member shall be liable under a judgment, decree or order of a court, or in any other manner for the debts or any other obligations or liabilities of the Company solely by reason of being a Member of the Company. A Member may be liable only to make the contributions described in Section 2.2 hereof, and shall not be required to lend any funds to the Company, or to make any other contributions, assessments or payments to the Company.
ARTICLE III ALLOCATIONS AND DISTRIBUTIONS
3.1 Distributions Prior to Dissolution or Termination. Prior to the dissolution or termination of the Company, cash not needed by the Company for the operation of its business shall be distributed to the Members at such times and in such amounts as shall be determined
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by the Managers. All such distributions shall be made to the Members in proportion to the number of Units held by each Member.
3.2 Allocation of Profits and Losses. Profits and losses for each fiscal year (or other portion thereof) of the Company shall be allocated among the Members in proportion to the number of Units held by each Member.
3.3 Distributions Upon Dissolution and Termination. Upon the dissolution and termination of the Company, the assets remaining after satisfaction (whether by payment or by establishment of reserves therefor) of creditors, including Members who are creditors, shall be distributed to the Member in accordance with the number of Units held by each Member. If assets are to be distributed in kind, the Member’s Capital Account shall be appropriately adjusted, in accordance with Section 3.2, before any such distribution to reflect any profits and losses which would have been allocated if the property distributed in kind had been sold for its fair market value (net of liabilities) by the Company prior to dissolution.
ARTICLE IV
MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY
4.1 Management of Business and Affairs of the Company. All Company powers shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by, the Managers, subject to any limitation set forth in the Certificate of Formation; provided, however, that only the Members, by vote or written consent of Members holding a majority of the Units, may take the following actions or may direct the Managers to take the following actions:
4.1.1 The admission of an additional Member;
4.1.2 The approval of a merger or reorganization of the Company, or a sale or transfer of all or substantially all of its assets;
4.1.3 The amendment of this Agreement or taking any action in violation of this Agreement, or the waiver of any provision of this Agreement; or
4.1.4 The causing of the Company to voluntarily initiate a proceeding under which the Company would become a debtor under the United States Bankruptcy Code.
4.2 Number, Election and Term of Office. The number of Managers of the Company shall be fixed by resolution of the Managers or of the Members from time to time and shall initially be two (2), provided, however, that no decrease in the number of Managers shall have the effect of shortening the term of an incumbent Manager.
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4.3 Initial Board of Managers. The Member hereby appoints David A. Miller and J. Braxton Carter as the initial Managers.
4.4 Removal of Managers. Any individual Manager may be removed, with or without cause, by the Members. A removed Manager’s successor, if any, shall be appointed by the Members to serve the unexpired term.
4.5 Vacancies. Subject to Section 4.4, a vacancy occurring in the Managers may be filled (for the unexpired term, if applicable) by either action of Members holding a majority of the Units or the affirmative vote of a majority of the remaining Managers, whether or not the remaining Managers constitute a quorum. A vacancy or vacancies in the Managers may result from the death, resignation, disqualification or removal of any Manager, or from an increase in the number of Managers.
4.6 Compensation. Managers may receive such compensation for their services as Managers as may be fixed by the Members from time to time. A Manager may also serve the Company in one or more capacities other than that of Manager and receive compensation for services rendered in those other capacities.
4.7 Committee of Managers. The Managers may designate from among themselves an executive committee or one or more other standing or ad hoc committees, each consisting of one or more Managers, who serve at the pleasure of the Managers. Each committee shall have the authority set forth in the resolution establishing the committee or in any other resolution of the Managers specifying, enlarging, or limiting the authority of the committee.
4.8 Action by Managers or Members. Any action taken by the Managers may be taken by vote of a majority of the entire number of Managers at a meeting thereof or unanimous written consent of the Managers. Except as otherwise specified in this Agreement, any action by Members may be taken by vote or unanimous written consent of Members holding a majority of the Units. Participation in meetings may be by conference telephone if all persons can hear and speak to each other. A majority of the Managers shall constitute a quorum of meetings of the Managers. Members holding a majority of the Units shall constitute a quorum for meetings of Members.
4.9 Liability of Member and Managers. No Member nor any Manager shall be liable as a Member or Manager for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the LLC Act shall not be grounds for imposing personal liability on any Member or any Manager for liabilities of the Company.
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4.10 Other Businesses of Members; Conflicts of Interest
4.10.1 Except as may be otherwise agreed in writing, any Member and any affiliate of any Member may engage in or possess an interest in other business ventures of any nature or description independently or with others, and neither the Company nor any Member shall have any rights in or to such independent ventures or the income or profits derived therefrom, and such activities shall not be construed as a breach of any duty of loyalty or other duty to the other Members of the Company.
4.10.2 The Members and their affiliates shall be entitled to enter into transactions that may be considered to be competitive with, or a business opportunity that may be beneficial to, the Company. It is expressly understood that the Members and their affiliates may enter into transactions that are similar to the transactions in which the Company may enter.
4.10.3 A Member or Manager does not violate a duty or obligation to the Company merely because the Member’s or Manager’s conduct further the Member’s interest. A Member may lend money to and transact other business with the Company. The rights and obligations of a Member who lends money to or transacts business with the Company are the same as those of a person who is not a Member, subject to other applicable law. No transaction with the Company shall be voidable solely because a Member or any of its affiliates has a direct or indirect interest in the transaction if the transaction is fair to the Company.
4.11 Authority of Managers to Bind the Company. Only the Managers and agents of the Company authorized by the Managers shall have the authority to bind the Company. The Manager of the Company is authorized by the Members to, from time to time as necessary for the business of the Company, authorize officers of the Company to execute such documents and to do any and all acts necessary to bind the Company in furtherance of its business objectives.
4.12 Standard of Care of Members and Managers. A Member’s or Manager’s duty of care in the discharge of the Member’s or Manager’s duty to the Company is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law. In discharging their duties, the Members and Managers shall be fully protected in relying in good faith upon such information, opinions, reports or statements by any of their agents, or by any other person, as to matters the Member or Manager reasonably believe are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.
4.13 Indemnification.
A. The Company shall indemnify (i) its Managers and officers to the fullest extent permitted or authorized by the laws of the State of Delaware now or hereafter in force applied as if the Company were a Delaware corporation, including, without limitation, the advance of
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expenses under the procedures and to the full extent permitted by law, and (ii) other employees and agents of the Company to such extent as shall be authorized by the Managers and is permitted by law. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled. The Managers may take such action as is necessary to carry out these indemnification provisions and are expressly empowered to adopt, approve and amend from time to time such resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment to the Certificate of Formation or this Agreement or repeal of any of the provisions thereof shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. The indemnification shall be payable solely from the assets of the Company and no Member shall have any personal, corporate or limited liability company liability therefor.
B. To the fullest extent permitted by Delaware statutory or decisional law, as amended or interpreted, no Manager or officer of the Company shall be personally liable to the Company or any Members for monetary damages. No amendment of the Certificate of Formation or this Agreement, or repeal of any of their respective provisions, shall limit or eliminate the limitation on liability provided to Managers and officers hereunder with respect to any act or omission occurring prior to such amendment or repeal.
ARTICLE V OFFICERS
5.1 Appointment of Officers. The Managers shall appoint or elect (and may remove and replace) officers of the Company for the purpose of managing the day-to-day operations of the Company.
5.2 Initial Officers. The names of the initial officers serving the Company and the capacities in which they serve are as follows:
President:
Michael J. Morgan
Executive Vice President & Treasurer:
J. Braxton Carter
Executive Vice President, General Counsel & Secretary:
David A. Miller
Assistant Treasurer:
Dirk Wehrse
Assistant Secretary:
Marc D. Rome
Assistant Secretary:
Sarah E. Mock
Assistant Secretary:
Christopher M. Miller
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ARTICLE VI
RESTRICTIONS ON TRANSFERS AND WITHDRAWALS
6.1 Transfer of Units; Withdrawal. No Member shall (i) endorse, sell, give, pledge, encumber, assign, transfer or otherwise dispose of, voluntarily or involuntarily or by operation of law, all or any part of such Member’s Units (the “Transfer”), without the prior written consent of the Managers, which consent shall not be unreasonably withheld, or (ii) voluntarily withdraw or retire from the Company as a Member. Any attempted Transfer or withdrawal in contravention of this Agreement shall be void ab initio and shall not bind or be recognized by the Company. As a condition of any transfer, the Managers may require evidence satisfactory to them that all applicable securities laws have been complied with.
6.2 Effect of Bankruptcy, Dissolution or Termination of a Member. Except as required by the LLC Act, the bankruptcy, dissolution, liquidation or termination of a Member shall not cause the termination or dissolution of the Company, and the business of the Company shall continue. Upon any such occurrence, the trustee, receiver, executor, administrator, committee or conservator of such Member shall have all the rights of an assignee of the Units of such Member for the purpose of settling or managing the former Member’s estate or property. The Transfer by such trustee, receiver, executor, administrator, committee or conservator of any Member of any Unit shall be subject to all of the restrictions hereunder to which such Transfer would have been subject if such Transfer had been made by such bankrupt, dissolved, liquidated or terminated Member.
ARTICLES VII DISSOLUTION OF THE COMPANY
7.1 Dissolution. The Company shall be dissolved upon the occurrence of any of the following events:
A. The election by the Managers to dissolve or terminate the Company; or
B. The election by the Members holding more than two-thirds of the Units to dissolve and terminate the Company.
7.2 Liquidation and Termination.
A. Upon the dissolution of the Company, the officers and Managers of the Company shall cause the Company to liquidate by converting the assets of the Company to cash or its equivalent and arranging for the affairs of the Company to be wound up by reasonable speed but with a view towards obtaining fair value for Company assets, and, after satisfaction (whether by payment or by establishment of reserves therefor) of creditors, including Members who are
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creditors, shall distribute the remaining assets to and among the Members in accordance with the provisions of Section 3.3 hereof.
B. Each Member shall look solely to the assets of the Company for all distributions with respect to the Company and such Member’s capital contribution thereto and share of profits, gains and losses thereof and shall have no recourse therefor (upon dissolution or otherwise) against any other Member.
ARTICLE VIII BOOKS AND RECORDS;
ACCOUNTING, TAX ELECTIONS, ETC.
8.1 Books, Records and Reports.
A. The Company shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its Members and Managers and of any executive or other committee when exercising any of the powers of the Managers. The books and records of the Company may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a certified copy of this Agreement shall be kept at the principal office of the Company or at such other place designated by the President of the Company. The books and records of the Company shall be maintained by the Secretary of the Company and shall be available for examination by any Member, or its duly authorized representatives, during regular business hours.
B. The President or other appropriate officer shall prepare or cause to be prepared and shall furnish to the Members within ninety (90) days of the end of each fiscal year (i) a balance sheet and report of the receipts, disbursements, profits or losses of the Company, and each Member’s share of such items for the fiscal year, and (ii) information necessary for the Members to prepare their respective federal and state income tax returns. The cost of such financial and tax reports shall be an expense of the Company.
8.2 Bank Accounts, Check, Drafts, etc. The bank accounts of the Company shall be maintained in the name of and under the tax identification number of the Company in such banking institutions as the Managers or the appropriate officers shall determine. All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Company, shall be signed by such officers or such other persons as may be authorized by the Board of Managers from time to time.
8.3 Fiscal Year; Methods of Accounting. The fiscal year of the Company shall be the year ending December 31, unless otherwise determined by the Board of Managers. The method of accounting to be used in keeping the books of the Company shall be determined by the Board of Managers in accordance with applicable law.
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ARTICLE IX
GENERAL PROVISIONS
9.1 Binding Provisions. The provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the Members, Managers and officers.
9.2 Separability of Provisions. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions herein contained are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect any other provisions in this Agreement.
9.3 Rules of Construction. Unless the context clearly indicates to the contrary, the following rules apply to the construction of this Agreement:
A. References to the singular include the plural, and references to the plural shall include the singular.
B. Words of the masculine gender include correlative words of the feminine and neuter genders.
C. The headings or captions used in this Agreement are for convenience of reference and do not constitute a part of this Agreement, not affect its meaning, construction or effect.
D. References to a person include any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organizational or government or agent or political subdivision thereof.
E. Any reference in this Agreement to a particular “Article” or “Section” or other subdivision shall be to such Article, Section or subdivision of this Agreement unless the context shall otherwise require.
F. Any use of the word “including” in this Agreement shall not be constructed as limiting the phase so modified to the particular items or actions enumerated.
G. When any reference is made in this document or any of the schedules or exhibits attached to this Agreement, it shall mean this Agreement, together with all other schedules and exhibits attached hereto, as though one document.
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9.4 Entire Agreement; Amendments.
A. This Agreement constitutes the entire agreement with respect to the subject matter hereof.
B. This Agreement and the Certificate of Formation may be modified or amended only pursuant to a written amendment adopted by the Managers and approved by the Members holding a majority of the Units; provided, however, no amendment shall be effective with respect to any Member without the prior written consent of such Member if the effect of the amendment would be to increase the capital contributions required to be made by the Member or otherwise to increase the liabilities of the Member. Once an amendment to this Agreement and/or the Certificate of Formation has been approved, the proper officers of the Company shall authorize the preparation and filing, if necessary, of a written amendment to this Agreement and/or the Certificate of Formation, as applicable.
9.5 Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law principles.
[Remainder of this Page Intentionally Left Blank]
[Signatures appear on the Counterpart Signature Page]
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Exhibit 5.1

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Client: 92761-00070

November 2, 2015

T-Mobile US, Inc.

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

Re:

T-Mobile US, Inc.

T-Mobile USA, Inc.

Post-Effective Amendment No. 2 to Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to T-Mobile USA, Inc., a Delaware corporation (the “ Company ”), T-Mobile US, Inc., a Delaware corporation and the direct parent of the Company (the “ Parent ”), and certain of its subsidiaries and affiliates listed on Annex A hereto (together with the Parent, the “ Guarantors ”), in connection with the preparation and filing with the Securities and Exchange Commission (the “ Commission ”) of a Post-Effective Amendment No. 2 (the “ Amendment ”) to a Registration Statement on Form S-3 (as amended by Post-Effective Amendment No. 1, the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), which Amendment relates to the registration of guarantees of debt securities by T-Mobile Leasing LLC and the addition of T-Mobile Leasing LLC as a co-registrant to the Registration Statement, which Registration Statement relates to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable) of, among other securities:

(i) the Company’s unsecured debt securities, which may either be senior debt securities (“ Senior Debt Securities ”), senior subordinated debt securities (“ Senior Subordinated Debt Securities ”) or junior subordinated debt securities (the “ Junior Subordinated Debt Securities ” and, collectively with the Senior Debt Securities and the Senior Subordinated Debt Securities, the “ Debt Securities ”); and

(ii) guarantees of the Debt Securities by the Guarantors (the “ Debt Securities Guarantees ”).

The Debt Securities and Debt Securities Guarantees are collectively referred to herein as the “ Securities .” The Debt Securities are to be issued under an indenture entered into among the Company, the Guarantors party thereto and Deutsche Bank Trust Company Americas (the “ Trust Company ”), as indenture trustee (the “ Existing Base Indenture ”) or an indenture to be entered into among the Company, the Guarantors and the Trust Company, as indenture trustee (the “ New Base Indenture ,” and together with the Existing Base Indenture, the “ Base Indentures ”).

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T-Mobile US, Inc.

T-Mobile USA, Inc.

November 2, 2015

Page 2

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indentures, forms of the Debt Securities and Debt Securities Guarantees and such other documents, corporate records, certificates of officers of the Company, the Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company, the Guarantors and others.

We have assumed without independent investigation that:

(i) at the time any Securities are sold pursuant to the Registration Statement (the “ Relevant Time ”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;

(ii) at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;

(iii) all Securities will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;

(iv) at the Relevant Time, all corporate or other action required to be taken by the Company or any Guarantor to duly authorize each proposed issuance of Securities and any related documentation (including (i) the due reservation of any shares of the Parent’s common stock, par value $0.00001 per share (the “ Common Stock ”) or the Parent’s preferred stock, par value $0.00001 per share (the “ Preferred Stock ”) for issuance upon exercise, conversion or exchange of any Securities for Common Stock or Preferred Stock (a “ Convertible Security ”), and (ii) the execution (in the case of certificated Securities), delivery and performance of the Securities and any related documentation referred to in paragraph 1 below) shall have been duly completed and shall remain in full force and effect;

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T-Mobile US, Inc.

T-Mobile USA, Inc.

November 2, 2015

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(v) at the Relevant Time, the relevant Base Indenture shall have been duly executed and delivered by the Company and all other parties thereto and duly qualified under the Trust Indenture Act of 1939, as amended; and

(vi) at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized by all necessary corporate or other action of the Company, each Guarantor and duly executed and delivered by the Company, any Guarantor and the other parties thereto.

Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. With respect to any Debt Securities and related Debt Securities Guarantees, when:

the terms and conditions of such Debt Securities and Debt Securities Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the relevant Base Indenture,

any such supplemental indenture has been duly executed and delivered by the Company, the Guarantors and the relevant trustee (together with the relevant Base Indenture, the “ Indenture ”), and

such Debt Securities have been executed (in the case of certificated Debt Securities), delivered and authenticated in accordance with the terms of the applicable Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,

such Debt Securities will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and the Guarantees of such Debt Securities will be legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms.

The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:

A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America. This opinion is limited to the effect of the current state of the laws of the State of New York, the United

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T-Mobile US, Inc.

T-Mobile USA, Inc.

November 2, 2015

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States of America and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

B. The opinions above with respect to the Indenture, the Debt Securities and the related Debt Securities Guarantees (collectively, the “ Documents ”) are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

C. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights; (ii) any waiver (whether or not stated as such) or limitation under the Indenture or any other Document of, or any consent thereunder relating to, unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (iii) any waiver (whether or not stated as such) contained in the Indenture or any other Document of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iv) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (v) any purported fraudulent transfer “savings” clause; (vi) any waiver of the right to jury trial; or (vii) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

You have informed us that you intend to issue Securities from time to time on a delayed or continuous basis, and we understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise us in writing of the terms thereof, and (ii) you will afford us an opportunity to (x) review the operative documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents), and (y) file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.

LOGO

T-Mobile US, Inc.

T-Mobile USA, Inc.

November 2, 2015

Page 5

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Validity of the Securities” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

ANNEX A

Guarantors


Guarantor		State of Formation
IBSV LLC		Delaware
MetroPCS California, LLC		Delaware
MetroPCS Florida, LLC		Delaware
MetroPCS Georgia, LLC		Delaware
MetroPCS Massachusetts, LLC		Delaware
MetroPCS Michigan, LLC		Delaware
MetroPCS Networks California, LLC		Delaware
MetroPCS Networks Florida, LLC		Delaware
MetroPCS Nevada, LLC		Delaware
MetroPCS New York, LLC		Delaware
MetroPCS Pennsylvania, LLC		Delaware
MetroPCS Texas, LLC		Delaware
Powertel Memphis Licenses, Inc.		Delaware
Powertel/Memphis, Inc.		Delaware
SunCom Wireless Holdings, Inc.		Delaware
SunCom Wireless Investment Company LLC		Delaware
SunCom Wireless License Company, LLC		Delaware
SunCom Wireless Management Company, Inc.		Delaware
SunCom Wireless Operating Company, L.L.C.		Delaware
SunCom Wireless Property Company, L.L.C.		Delaware
SunCom Wireless, Inc.		Delaware
T-Mobile Central LLC		Delaware
T-Mobile Financial LLC		Delaware
T-Mobile Leasing LLC		Delaware
T-Mobile License LLC		Delaware
T-Mobile Northeast LLC		Delaware
T-Mobile PCS Holdings LLC		Delaware
T-Mobile Puerto Rico Holdings LLC		Delaware
T-Mobile Puerto Rico LLC		Delaware
T-Mobile Resources Corporation		Delaware
T-Mobile South LLC		Delaware
T-Mobile Subsidiary IV Corporation		Delaware
T-Mobile West LLC		Delaware
Triton PCS Finance Company, Inc.		Delaware
Triton PCS Holdings Company L.L.C.		Delaware
VoiceStream PCS I Iowa Corporation		Delaware
VoiceStream Pittsburgh General Partner, Inc.		Delaware
VoiceStream Pittsburgh, L.P.		Delaware

EXHIBIT 12.1

RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The following table sets forth consolidated ratio of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends for each of the last five years and for the nine months ended September 30, 2015. For periods prior to the Business Combination Transaction, the ratio represents T-Mobile USA, Inc. as the accounting acquirer in the business combination.


	Year Ended December 31,															Nine Months Ended
	2010			2011			2012			2013			2014			September 30, 2015
(dollars in millions)
Earnings available for fixed charges:
Income (loss) before income taxes and earnings from unconsolidated affiliates	$	2,180		$	(4,919	)	$	(6,991	)	$	94		$	461		$	508

Adjustments:
Fixed charges		1,395			1,487			1,474			2,118			2,377			1,910
Amortization of capitalized interest		27			31			34			34			35			36
Capitalized interest		(35	)		(24	)		(9	)		(5	)		(81	)		(180	)
Earnings from non-controlling interests		(3	)		—			—			—			—			—

Earnings available for fixed charges	$	3,564		$	(3,425	)	$	(5,492	)	$	2,241		$	2,792		$	2,274


Fixed charges and combined fixed charges and preferred stock dividends:
Interest expense including capitalized interest	$	591		$	694		$	686		$	1,229		$	1,433		$	1,237
Portion of rent expense representative of interest ⁽¹⁾		804			793			788			889			944			673

Fixed charges	$	1,395		$	1,487		$	1,474		$	2,118		$	2,377		$	1,910
Dividends on preferred stock (pre-tax)		—			—			—			—			—			66

Combined fixed charges and preferred stock dividends	$	1,395		$	1,487		$	1,474		$	2,118		$	2,377		$	1,976

Ratio of earnings to fixed charges ⁽²⁾		2.55			—			—			1.06			1.17			1.19


Ratio of earnings to combined fixed charges and preferred stock dividends ⁽²⁾		2.55			—			—			1.06			1.17			1.15

(1) - The portion of total rental expense that represents the interest factor is estimated to be 33%.

(2) - Due primarily to T-Mobile USA, Inc.’s non-cash impairment charges in the years ended December 31, 2012 and 2011, the ratio coverage was less than 1:1 in each of these periods. T-Mobile USA, Inc. would have needed to generate additional earnings of $7 billion and $5 billion in the year ended December 31, 2012 and 2011, respectively, to achieve a coverage of 1:1 in each of these periods.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 19, 2015 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in T-Mobile US, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Seattle, Washington

November 2, 2015

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST

COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)


NEW YORK		13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification no.)

60 WALL STREET NEW YORK, NEW YORK		10005
(Address of principal executive offices)		(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Catherine Wang

Legal Department

60 Wall Street, 36th Floor

New York, New York 10005

(212) 250 – 7544

(Name, address and telephone number of agent for service)

T-MOBILE US, INC

T-MOBILE USA, INC.

(Exact name of obligor as specified in its charter)


DELAWARE		20-0836269
DELAWARE		91-1983600
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

12920 SE 38 ^th Street

Bellevue, Washington 98006

Tel. No.: (425) 378-4000

(Address and telephone number of Registrant’s principal executive offices)

Debt Securities

(Title of the Indenture securities)

Item 1. General Information.

Furnish the following information as to the trustee.

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address

Federal Reserve Bank (2nd District)		New York, NY
Federal Deposit Insurance Corporation		Washington, D.C.
New York State Banking Department		Albany, NY

(b)

Whether it is authorized to exercise corporate trust powers. Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.


Exhibit 1 -		Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 16, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 2 -		Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 3 -		Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 4 -		Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on July 24, 2014, incorporated herein by reference to Exhibit 4 filed with Form T- 1 Statement, Registration No. 333-201810.


Exhibit 5 -		Not applicable.

Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 7 -		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8 -		Not Applicable.

Exhibit 9 -		Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 30 ^th day of October, 2015.


DEUTSCHE BANK TRUST COMPANY AMERICAS

	By:	/s/ Carol Ng
		CAROL NG
		VICE PRESIDENT


		Board of Governors of the Federal Reserve System		OMB Number 7100-0036
		Federal Deposit Insurance Corporation		OMB Number 3064-0052
		Office of the Comptroller of the Currency		OMB Number 1557-0081
				Approval expires March 31, 2018
				Page 1 of 84

Federal Financial Institutions Examination Council



		Consolidated Reports of Condition and Income for a Bank with Domestic and Foreign Offices—FFIEC 031

Report at the close of business June 30, 2015

This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).


20150630
(RCON 9999)

Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations.

This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.

NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations.

I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting

schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.

We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.



		Director (Trustee)


Signature of Chief Financial Officer (or Equivalent)		Director (Trustee)


Date of Signature		Director (Trustee)

Submission of Reports

Each bank must file its Reports of Condition and Income (Call Report) data by either:

(a)	Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or

(b)	Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR.

For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at CDR.Help@ffiec.gov.


FDIC Certificate Number		623
		(RSSD 9050)

To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.

The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount.


DEUTSCHE BANK TRUST COMPANY AMERICAS
Legal Title of Bank (RSSD 9017)

New York
City (RSSD 9130)

NY		10005
State Abbreviation (RSSD 9200)		ZIP Code (RSSD 9220)

The estimated average burden associated with this information collection is 50.4 hours per respondent and is estimated to vary from 20 to 775 hours per response, depending on circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.

06/2015

Report generated on 30-Jul-2015 11:08:59

FFIEC 031

Page 16 of 84

RC-1

Consolidated Report of Condition for Insured Banks and Savings Associations for June 30, 2015

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet


				Dollar Amounts in Thousands				RCFD	Tril \| Bil \| Mil \| Thou
Assets
1.	Cash and balances due from depository institutions (from Schedule RC-A):
	a.	Noninterest-bearing balances and currency and coin ⁽¹⁾						0081		186,000	1.a.
	b.	Interest-bearing balances ⁽²⁾						0071		14,635,000	1.b.
2.	Securities:
	a.	Held-to-maturity securities (from Schedule RC-B, column A)						1754		0	2.a.
	b.	Available-for-sale securities (from Schedule RC-B, column D)						1773		0	2.b.
3.	Federal funds sold and securities purchased under agreements to resell:
	a.	Federal funds sold in domestic offices					RCON	B987		0	3.a.
	b.	Securities purchased under agreements to resell ⁽³⁾					RCFD	B989		21,603,000	3.b.
4.	Loans and lease financing receivables (from Schedule RC-C):							RCFD
	a.	Loans and leases held for sale						5369		0	4.a.
	b.	Loans and leases, net of unearned income				B528	17,574,000				4.b.
	c.	LESS: Allowance for loan and lease losses				3123	22,000				4.c.
	d.	Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)						B529		17,552,000	4.d.
5.	Trading assets (from Schedule RC-D)							3545		16,000	5.
6.	Premises and fixed assets (including capitalized leases)							2145		17,000	6.
7.	Other real estate owned (from Schedule RC-M)							2150		0	7.
8.	Investments in unconsolidated subsidiaries and associated companies							2130		0	8.
9.	Direct and indirect investments in real estate ventures							3656		0	9.
10.	Intangible assets:
	a.	Goodwill						3163		0	10.a.
	b.	Other intangible assets (from Schedule RC-M)						0426		38,000	10.b.
11.	Other assets (from Schedule RC-F)							2160		641,000	11.
12.	Total assets (sum of items 1 through 11)							2170		54,688,000	12.

Liabilities
13.	Deposits:							RCON
	a.	In domestic offices (sum of totals of columns A and C from Schedule RC-E, Part I)						2200		42,683,000	13.a.
		(1)	Noninterest-bearing ⁽⁴⁾		RCON	6631	26,720,000				13.a.(1)
		(2)	Interest-bearing		RCON	6636	15,963,000				13.a.(2)
	b.	In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, Part II)						RCFN 2200		0	13.b.
		(1)	Noninterest-bearing		RCFN	6631	0				13.b.(1)
		(2)	Interest-bearing		RCFN	6636	0				13.b.(2)
14.	Federal funds purchased and securities sold under agreements to repurchase:
	a.	Federal funds purchased in domestic offices ⁽⁵⁾					RCON	B993		1,241,000	14.a.
	b.	Securities sold under agreements to repurchase ⁽⁶⁾					RCFD	B995		0	14.b.
15.	Trading liabilities (from Schedule RC-D)						RCFD	3548		24,000	15.
16.	Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC- M)							RCFD 3190		7,000	16.
17. and 18. Not applicable

1.	Includes cash items in process of collection and unposted debits.

2.	Includes time certificates of deposit not held for trading.

3.	Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

4.	Includes noninterest-bearing demand, time, and savings deposits.

5.	Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

6.	Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

06/2015

Report generated on 30-Jul-2015 11:08:59

FFIEC 031

Page 17 of 84

RC-2

Schedule RC—Continued


			Dollar Amounts in Thousands	RCFD		Tril \| Bil \| Mil \| Thou
Liabilities—Continued
19.	Subordinated notes and debentures ⁽¹⁾				3200		0		19.
20.	Other liabilities (from Schedule RC-G)				2930		1,919,000		20.
21.	Total liabilities (sum of items 13 through 20)				2948		45,874,000		21.
22.	Not applicable

Equity Capital
	Bank Equity Capital
23.	Perpetual preferred stock and related surplus				3838		0		23.
24.	Common stock				3230		2,127,000		24.
25.	Surplus (exclude all surplus related to preferred stock)				3839		596,000		25.
26.	a.	Retained earnings			3632		6,093,000		26.a.
	b.	Accumulated other comprehensive income ⁽²⁾			B530		(2,000	)	26.b.
	c.	Other equity capital components ⁽³⁾			A130		0		26.c.
27.	a.	Total bank equity capital (sum of items 23 through 26.c)			3210		8,814,000		27.a.
	b.	Noncontrolling (minority) interests in consolidated subsidiaries			3000		0		27.b.
28.	Total equity capital (sum of items 27.a and 27.b)				G105		8,814,000		28.
29.	Total liabilities and equity capital (sum of items 21 and 28)				3300		54,688,000		29.

Memoranda

To be reported with the March Report of Condition.

RCFD

Number

Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2014

6724

M.1.


1	=	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank
2	=	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)
3	=	Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm


4	=	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)
5	=	Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority)
6	=	Review of the bank’s financial statements by external auditors
7	=	Compilation of the bank’s financial statements by external auditors
8	=	Other audit procedures (excluding tax preparation work)
9	=	No external audit work

To be reported with the March Report of Condition.

RCON

MM/DD

2. Bank’s fiscal year-end date

8678

M.2.

1.	Includes limited-life preferred stock and related surplus.

2.	Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other postretirement plan adjustments.

3.	Includes treasury stock and unearned Employee Stock Ownership Plan shares.

03/2015

Report generated on 30-Jul-2015 11:08:59

Exhibit 25.2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST

COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)


NEW YORK		13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification no.)

60 WALL STREET NEW YORK, NEW YORK		10005
(Address of principal executive offices)		(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Catherine Wang

Legal Department

60 Wall Street, 36th Floor

New York, New York 10005

(212) 250 – 7544

(Name, address and telephone number of agent for service)

T-MOBILE US, INC

T-MOBILE USA, INC.

(Exact name of obligor as specified in its charter)


DELAWARE		20-0836269
DELAWARE		91-1983600
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

12920 SE 38 ^th Street

Bellevue, Washington 98006

Tel. No.: (425) 378-4000

(Address and telephone number of Registrant’s principal executive offices)

Debt Securities

(Title of the Indenture securities)

Item 1. General Information.

Furnish the following information as to the trustee.

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address

Federal Reserve Bank (2nd District)		New York, NY
Federal Deposit Insurance Corporation		Washington, D.C.
New York State Banking Department		Albany, NY

(b)

Whether it is authorized to exercise corporate trust powers. Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.


Exhibit 1 -		Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 16, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 2 -		Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 3 -		Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 4 -		Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on July 24, 2014, incorporated herein by reference to Exhibit 4 filed with Form T- 1 Statement, Registration No. 333-201810.


Exhibit 5 -		Not applicable.

Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 7 -		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8 -		Not Applicable.

Exhibit 9 -		Not Applicable.

SIGNATURE


DEUTSCHE BANK TRUST COMPANY AMERICAS

	By:	/s/ Carol Ng
		CAROL NG
		VICE PRESIDENT


		Board of Governors of the Federal Reserve System		OMB Number 7100-0036
		Federal Deposit Insurance Corporation		OMB Number 3064-0052
		Office of the Comptroller of the Currency		OMB Number 1557-0081
				Approval expires March 31, 2018
				Page 1 of 84

Federal Financial Institutions Examination Council



		Consolidated Reports of Condition and Income for a Bank with Domestic and Foreign Offices—FFIEC 031

Report at the close of business June 30, 2015

This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).


20150630
(RCON 9999)

Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations.

I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting



		Director (Trustee)


Signature of Chief Financial Officer (or Equivalent)		Director (Trustee)


Date of Signature		Director (Trustee)

Submission of Reports

Each bank must file its Reports of Condition and Income (Call Report) data by either:

(a)	Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or

(b)	Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR.

For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at CDR.Help@ffiec.gov.


FDIC Certificate Number		623
		(RSSD 9050)


DEUTSCHE BANK TRUST COMPANY AMERICAS
Legal Title of Bank (RSSD 9017)

New York
City (RSSD 9130)

NY		10005
State Abbreviation (RSSD 9200)		ZIP Code (RSSD 9220)

06/2015

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FFIEC 031

Page 16 of 84

RC-1

Consolidated Report of Condition for Insured Banks and Savings Associations for June 30, 2015

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet


				Dollar Amounts in Thousands				RCFD	Tril \| Bil \| Mil \| Thou
Assets
1.	Cash and balances due from depository institutions (from Schedule RC-A):
	a.	Noninterest-bearing balances and currency and coin ⁽¹⁾						0081		186,000	1.a.
	b.	Interest-bearing balances ⁽²⁾						0071		14,635,000	1.b.
2.	Securities:
	a.	Held-to-maturity securities (from Schedule RC-B, column A)						1754		0	2.a.
	b.	Available-for-sale securities (from Schedule RC-B, column D)						1773		0	2.b.
3.	Federal funds sold and securities purchased under agreements to resell:
	a.	Federal funds sold in domestic offices					RCON	B987		0	3.a.
	b.	Securities purchased under agreements to resell ⁽³⁾					RCFD	B989		21,603,000	3.b.
4.	Loans and lease financing receivables (from Schedule RC-C):							RCFD
	a.	Loans and leases held for sale						5369		0	4.a.
	b.	Loans and leases, net of unearned income				B528	17,574,000				4.b.
	c.	LESS: Allowance for loan and lease losses				3123	22,000				4.c.
	d.	Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)						B529		17,552,000	4.d.
5.	Trading assets (from Schedule RC-D)							3545		16,000	5.
6.	Premises and fixed assets (including capitalized leases)							2145		17,000	6.
7.	Other real estate owned (from Schedule RC-M)							2150		0	7.
8.	Investments in unconsolidated subsidiaries and associated companies							2130		0	8.
9.	Direct and indirect investments in real estate ventures							3656		0	9.
10.	Intangible assets:
	a.	Goodwill						3163		0	10.a.
	b.	Other intangible assets (from Schedule RC-M)						0426		38,000	10.b.
11.	Other assets (from Schedule RC-F)							2160		641,000	11.
12.	Total assets (sum of items 1 through 11)							2170		54,688,000	12.

Liabilities
13.	Deposits:							RCON
	a.	In domestic offices (sum of totals of columns A and C from Schedule RC-E, Part I)						2200		42,683,000	13.a.
		(1)	Noninterest-bearing ⁽⁴⁾		RCON	6631	26,720,000				13.a.(1)
		(2)	Interest-bearing		RCON	6636	15,963,000				13.a.(2)
	b.	In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, Part II)						RCFN 2200		0	13.b.
		(1)	Noninterest-bearing		RCFN	6631	0				13.b.(1)
		(2)	Interest-bearing		RCFN	6636	0				13.b.(2)
14.	Federal funds purchased and securities sold under agreements to repurchase:
	a.	Federal funds purchased in domestic offices ⁽⁵⁾					RCON	B993		1,241,000	14.a.
	b.	Securities sold under agreements to repurchase ⁽⁶⁾					RCFD	B995		0	14.b.
15.	Trading liabilities (from Schedule RC-D)						RCFD	3548		24,000	15.
16.	Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC- M)							RCFD 3190		7,000	16.
17. and 18. Not applicable

1.	Includes cash items in process of collection and unposted debits.

2.	Includes time certificates of deposit not held for trading.

3.	Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

4.	Includes noninterest-bearing demand, time, and savings deposits.

5.	Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

6.	Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

06/2015

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FFIEC 031

Page 17 of 84

RC-2

Schedule RC—Continued


			Dollar Amounts in Thousands	RCFD		Tril \| Bil \| Mil \| Thou
Liabilities—Continued
19.	Subordinated notes and debentures ⁽¹⁾				3200		0		19.
20.	Other liabilities (from Schedule RC-G)				2930		1,919,000		20.
21.	Total liabilities (sum of items 13 through 20)				2948		45,874,000		21.
22.	Not applicable

Equity Capital
	Bank Equity Capital
23.	Perpetual preferred stock and related surplus				3838		0		23.
24.	Common stock				3230		2,127,000		24.
25.	Surplus (exclude all surplus related to preferred stock)				3839		596,000		25.
26.	a.	Retained earnings			3632		6,093,000		26.a.
	b.	Accumulated other comprehensive income ⁽²⁾			B530		(2,000	)	26.b.
	c.	Other equity capital components ⁽³⁾			A130		0		26.c.
27.	a.	Total bank equity capital (sum of items 23 through 26.c)			3210		8,814,000		27.a.
	b.	Noncontrolling (minority) interests in consolidated subsidiaries			3000		0		27.b.
28.	Total equity capital (sum of items 27.a and 27.b)				G105		8,814,000		28.
29.	Total liabilities and equity capital (sum of items 21 and 28)				3300		54,688,000		29.

Memoranda

To be reported with the March Report of Condition.

RCFD

Number

6724

M.1.


1	=	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank
2	=	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)
3	=	Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm


4	=	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)
5	=	Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority)
6	=	Review of the bank’s financial statements by external auditors
7	=	Compilation of the bank’s financial statements by external auditors
8	=	Other audit procedures (excluding tax preparation work)
9	=	No external audit work

To be reported with the March Report of Condition.

RCON

MM/DD

2. Bank’s fiscal year-end date

8678

M.2.

1.	Includes limited-life preferred stock and related surplus.

2.	Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other postretirement plan adjustments.

3.	Includes treasury stock and unearned Employee Stock Ownership Plan shares.

03/2015

Report generated on 30-Jul-2015 11:08:59