Exhibit 10.1

Execution Copy

FIRST STEP TRANSFER AGREEMENT (TRANCHE 2)

dated as of April 28, 2016

among

THE ORIGINATORS FROM TIME TO TIME PARTY HERETO,

as Transferors

THE LESSEES FROM TIME TO TIME PARTY HERETO,

as Transferees

and

SPRINT SPECTRUM L.P.,

as Servicer

TABLE OF CONTENTS

-i-

TABLE OF CONTENTS

(continued)

-ii-

FIRST STEP TRANSFER AGREEMENT (TRANCHE 2)

This FIRST STEP TRANSFER AGREEMENT (TRANCHE 2), dated as of April 28, 2016 and effective as of the Lease Closing Date (this “ Agreement ”), is among THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS ORIGINATORS, as transferors (collectively, the “ Originators ” and, each, an “ Originator ”), THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS LESSEES, as transferees (collectively, the “ Lessees ” and, each, an “ LESSEE ”) and SPRINT SPECTRUM L.P., as servicer (in such capacity, the “ Servicer ”).

WHEREAS, pursuant to the Transaction Documents, the Originators desire to enter into a sale and leaseback transaction whereby (i) each Originator will contribute Devices and Related Customer Leases owned by such Originator to its Related Lessee, (ii) each Lessee will sell the Devices and the Customer Lease-End Rights and Obligations to MLS and distribute the net cash proceeds of such sale to its Related Originator and (iii) MLS will lease the Devices to the relevant Lessee; and

WHEREAS, the Parties intend that the Transaction Documents create a financing for all U.S. federal, state and local income tax purposes, and thus specifically that (i) the Cash Purchase Price paid under the Second Step Transfer Agreement at closing be treated for such purposes as amounts loaned by MLS for which the Devices provide security and (ii) all Rental Payments to MLS under the Device Leases be treated for such purposes as payments on such indebtedness owed to MLS.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND RELATED MATTERS

SECTION 1.1 Defined Terms . In this Agreement, capitalized terms not otherwise defined herein are defined in that certain Appendix A to the Master Lease Agreement (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time, the “ Master Lease Agreement ”), among the Lessees, Mobile Leasing Solutions, LLC, a Delaware limited liability company, acting for itself and on behalf of Series 2 thereof (“ MLS ”), the Servicer and Mizuho Bank, Ltd. (the “ Collateral Agent ”). In addition, the following terms used herein have the meanings indicated below:

“ Agreement ” shall have the meaning provided in the preamble of this Agreement.

“ Amdocs Sub-Servicing Agreement ” shall have the meaning provided in the Servicing Agreement.

“ Collateral Agent ” shall have the meaning provided above in this Section 1.1 .

“ Collections ” shall have the meaning provided in the Servicing Agreement.

1

“ Devices ” means the Lease Closing Date Devices, the Upgraded Devices and each wireless mobile device contributed to a Lessee in connection with a Like-Kind Exchange for any of the foregoing Devices.

“ Lease Closing Date Devices ” means the wireless mobiles device identified on Schedule I hereto.

“ Lease Closing Date Customer Leases ” means each lease with respect to a Lease Closing Date Device identified on Schedule II hereto.

“ Lessee ” shall have the meaning provided in the preamble of this Agreement.

“ Like-Kind Exchange Transfer Date ” means the date a Like-Kind Exchange occurs.

“ Master Lease Agreement ” shall have the meaning provided above in this Section 1.1 .

“ MLS ” shall have the meaning provided above in this Section 1.1 .

“ Non-Lockbox Receivables ” shall have the meaning provided in the Servicing Agreement.

“ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“ Originator ” shall have the meaning provided in the preamble of this Agreement.

“ Originator Indemnified Party ” shall have the meaning provided in Section 6.1 of this Agreement.

“ Patriot Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“ Purchase Date ” shall have the meaning provided in the Device Repurchase Agreement.

“ Related Distribution Amount ” means an amount equal to the amount set forth on Schedule III under the heading “Related Distribution Amount.”

“ Related Customer Leases ” means the Lease Closing Date Customer Leases and the Upgraded Customer Leases.

“ Related Lessee ” means, with respect to any Originator, the Lessee identified as such on Annex 2 .

“ Related Originator ” means, with respect to any Lessee, the Originator identified as such on Annex 2 .

“ SEC ” means the Securities and Exchange Commission.

“ Servicer ” shall have the meaning provided in the preamble of this Agreement.

2

SECTION 1.2 Other Interpretive Matters . The interpretation of this Agreement, unless otherwise specified, is subject to Section 1.2 of the Master Lease Agreement.

ARTICLE II

TRANSFER AND CONTRIBUTION

SECTION 2.1 Transfer and Contribution . Upon the terms and subject to the conditions set forth in this Agreement, (i) on the Lease Closing Date, each Originator, severally and for itself, hereby absolutely assigns by way of capital contribution to its Related Lessee, and each Lessee hereby accepts such capital contribution and acquires from its Related Originator, all of such Related Originator’s right, title and interest in, to and under the Lease Closing Date Devices and the Lease Closing Date Customer Leases, including, without limitation, all Customer Receivables in connection with such Lease Closing Date Customer Leases, all rights to discontinue the leasing program for such Lease Closing Date Devices under the Lease Closing Date Customer Leases and all servicing rights with respect to such Lease Closing Date Devices and such Lease Closing Date Customer Leases and (ii) subject to Section 2.8, on each Upgrade Date occurring during the Term of a Device Lease for a Device, each relevant Originator, severally and for itself, hereby absolutely assigns by way of capital contribution to its Related Lessee, and each Lessee hereby accepts such capital contribution and acquires from its Related Originator, all of such Related Originator’s right, title and interest in, to and under the relevant Upgraded Device and related Upgraded Customer Lease, including, without limitation, all Customer Receivables in connection with such Upgraded Customer Lease, all rights to discontinue the leasing program for such Upgraded Device under the related Upgraded Customer Lease and all servicing rights with respect to such Upgraded Device and the related Upgraded Customer Lease. All Customer Receivables under the Lease Closing Date Customer Leases billed prior to the Cutoff Date shall not be transferred and shall remain the property of the Related Originator. Any Device the Upgrade Date with respect to which occurred after the end of the Term of the Device Lease for such Device shall not be transferred pursuant to this Agreement and shall remain the property of the Related Originator.

SECTION 2.2 Assignment and Assumption of Related Customer Lease Obligations . For the purposes of this Agreement, (x) all contributions of contractual and other rights of Originators in connection with Devices and Customer Leases shall be deemed to be absolute and irrevocable assignments thereof and (y) all acquisitions of contractual obligations by Lessees shall be deemed to be assumptions thereof. Subject to the Lessees’ rights of further assignment under the Transaction Documents, from and after, in the case of the Lease Closing Date Customer Leases, the Lease Closing Date and, in the case of each Upgraded Customer Lease, the Upgrade Date for the related Upgraded Device, as applicable, (i) the Related Lessees shall have assumed the rights and obligations of the Originators under the relevant Related Customer Leases as lessors thereunder and (ii) each Originator shall relinquish its rights (including the right to discontinue the leasing program for the relevant Devices) and be released from its obligations under the relevant Related Customer Leases.

SECTION 2.3 Distributions . Simultaneously with the absolute and irrevocable assignment by each Originator to its Related Lessee of its right, title and interest in each Lease Closing Date Device and Lease Closing Date Customer Lease, each Lessee agrees to distribute

3

to its Related Originator an amount equal to the Related Distribution Amount. Thereafter, the Lessees agree to distribute to their Related Originators additional amounts of cash proceeds received in accordance with the terms of the Transaction Documents to which any Lessee is a party to the maximum extent permitted by law and such Transaction Documents.

SECTION 2.4 No Recourse . Except as specifically provided in this Agreement, the transfer of the Devices and the Related Customer Leases under this Agreement shall be without recourse to any Originator.

SECTION 2.5 Intention of the Parties. It is the express intent of each of the parties hereto that the transactions hereunder shall constitute absolute and irrevocable assignments (by way of capital contribution) of the Devices and the Related Customer Leases by each Originator to its Related Lessee (such that the Devices and the Related Customer Leases, other than those, if any, subsequently (i) repurchased by the Originators pursuant to the terms of the Transaction Documents or (ii) distributed to the Originators pursuant to Sections 2.6, 2.7, 2.8 or 2.9, would not be property of any Originator’s estate in the event of any Originator’s bankruptcy). As a protective measure in the event that, notwithstanding the foregoing, the conveyance of the Devices and the Related Customer Leases to the Lessees is recharacterized by any third party as a pledge or other grant of security securing a loan, each Originator does hereby grant to its Related Lessee as of, (x) in the case of the Lease Closing Date Devices and Lease Closing Date Customer Leases, the Lease Closing Date, (y) in the case of each Upgraded Device and Upgraded Customer Lease, the Upgrade Date for the related Upgraded Device and (z) in the case of each Like-Kind Exchange Device, the Like-Kind Exchange Transfer Date for such Like-Kind Exchange Device, a security interest in all of such Originator’s now or hereafter existing right, title and interest in, to and under the Devices and the Related Customer Leases and agrees that this Agreement shall constitute a security agreement under applicable Law. Each Originator hereby authorizes its Related Lessee, MLS and the Collateral Agent or their respective designees (i) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of such Originator’s rights in the Devices and Related Customer Leases now existing or hereafter arising in the name of such Originator and (ii) to the extent permitted by the Servicing Agreement, to notify Customers of the assignment of the Devices and the Related Customer Leases pursuant hereto.

SECTION 2.6 Like-Kind Exchanges . At any time that Servicer (on behalf of the Lessee) does a Like-Kind Exchange under the relevant Related Customer Lease and as permitted under the Servicing Agreement, on the Like-Kind Exchange Transfer Date for such Like-Kind Exchange Device, the relevant Lessee’s Related Originator agrees to contribute such Like-Kind Exchange Device to such Lessee. Simultaneously with the contribution of the Like-Kind Exchange Device, the applicable Lessee shall make a distribution to its Related Originator of all of such Lessee’s right, title and interest in and to the original Device.

SECTION 2.7 Transfers of Rights in Customer Leases Upon Device Repurchase . On each Purchase Date, simultaneously with the sale of any Devices by MLS to an Originator pursuant to the Device Repurchase Agreement, the applicable Lessee shall automatically make a distribution to its Related Originator of all of such Lessee’s right, title and interest in and to the Related Customer Lease related to such Device.

4

SECTION 2.8 Redistribution Upon Upgrade Termination Option Payment . At any time a Device Lease for a Device is terminated pursuant to the exercise by the relevant Lessee of its Upgrade Termination Option with respect to such Device, the contribution in Section 2.1 with respect to the related Upgraded Device and related Upgraded Customer Lease will be deemed not to have occurred. For the avoidance of doubt, to the extent the applicable Lessee has any rights, title or interest in the Upgraded Device and the related Upgraded Customer Lease notwithstanding the preceding sentence, such Lessee shall automatically make a distribution to its Related Originator, effective as of the applicable Upgrade Date, of all of such Lessee’s right, title and interest in and to such Upgraded Device and the related Upgraded Customer Lease.

SECTION 2.9 Redistribution Upon Transfer of Title of Device . At any time that MLS transfers title to a Device to the applicable Lessee pursuant to Sections 3.2(b) or 3.2(c) of the Master Lease Agreement, Section 2.14(b) of the Servicing Agreement or Section 2.9 of the Second Step Transfer Agreement, the applicable Lessee shall make a distribution to its Related Originator of all of such Lessee’s right, title and interest in and to such Device and the related Customer Lease (if applicable).

ARTICLE III

ADMINISTRATION AND COLLECTION

SECTION 3.1 Servicer . Pursuant to the Servicing Agreement, Servicer shall be responsible for the servicing, administration and collection of the Devices and Related Customer Leases for the benefit of each Lessee and MLS (and the Collateral Agent as assignee), subject to the terms set out in (including the rights to terminate Sprint Spectrum as Servicer and appoint a successor Servicer pursuant to) the Servicing Agreement.

SECTION 3.2 Power of Attorney . Each Lessee and each Originator hereby grants to Servicer an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take or cause to be taken in the name of such Lessee or such Originator, as the case may be, any and all steps that are necessary or advisable to endorse, negotiate, enforce, or otherwise realize on any Collections and any checks, instruments, writings, other proceeds of the Devices or Related Customer Leases or other right of any kind held or transmitted by such Lessee or such Originator or transmitted or received by such Lessee or such Originator in connection with any Device or Related Customer Lease.

SECTION 3.3 Actions Evidencing Absolute Assignments . On and following the Lease Closing Date, each Originator shall maintain its accounting records to evidence that as of, (x) in the case of the Lease Closing Date Devices and Lease Closing Date Customer Leases, the Lease Closing Date, (y) in the case of each Upgraded Device and Upgraded Customer Lease, the Upgrade Date for such Upgraded Device (after giving effect to the Customer Upgrade on such Upgrade Date) and (z) in the case of each Like-Kind Exchange Device, the Like-Kind Exchange Transfer Date for such Like-Kind Exchange Device, the relevant Devices and relevant Related Customer Leases (other than Devices and Related Customer Leases deemed not to have been contributed pursuant to Section 2.8) have been absolutely and irrevocably assigned to the Related Lessee in accordance with this Agreement. In addition, each Originator agrees that from time to

5

time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Lessees, MLS, the Collateral Agent or any of their respective designees may reasonably request in order to perfect, protect or more fully evidence the absolute assignments hereunder, or to enable the Lessees, MLS or the Collateral Agent to exercise or enforce any of their respective rights with respect to the Devices and the Related Customer Leases. Without limiting the generality of the foregoing, each Originator will upon the request of the Lessees, MLS and/or the Collateral Agent authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate.

SECTION 3.4 Continuation Statements . Without limiting the generality of Section 3.3 above, each Originator shall authorize and deliver and file or cause to be filed appropriate continuation statements not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Lease Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Settlement Date shall not have occurred.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.1 Mutual Representations and Warranties . Each Originator represents and warrants to the Lessees, and each Lessee represents and warrants to the Originators, as of the Lease Closing Date as follows:

(a) Organization and Good Standing . It has been duly organized or incorporated in, and is validly existing as a corporation, exempted company, partnership or limited liability company, as applicable, in good standing under the Laws of its jurisdiction of organization or incorporation, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and will be conducted except to the extent that such failure could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Due Qualification . It is duly qualified to do business as a foreign organization in good standing, if applicable, and has obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to be in good standing or to hold any such qualifications, licenses and approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) Power and Authority; Due Authorization . It (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity and (B) carry out the terms of and perform its obligations under the Transaction Documents applicable to it and (ii) has duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.

6

(d) Binding Obligations . This Agreement constitutes, and each other Transaction Document to be signed by such party when duly executed and delivered will constitute, a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(e) No Violation . The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the performance by it of the terms hereof and thereof will not (i) violate or result in a default under (A) its articles or certificate of incorporation, memorandum and articles of association, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, as applicable, or (B) in the context of the transactions contemplated by this Agreement and the other Transaction Documents applicable to it, any material indenture, agreement or instrument binding on it, (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or instrument except for any Lien that could not reasonably be expected to have a Material Adverse Effect or arising under the Transaction Documents, or (iii) violate in any material respect any Law applicable to it or any of its properties.

(f) Bulk Sales Act . No transaction contemplated hereby requires compliance by it with any bulk sales act or similar Law.

(g) No Proceedings . There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to its actual knowledge, threatened against or affecting it (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (ii) seeking to prevent the servicing of the Devices and the Related Customer Leases by Servicer or the consummation of the purposes of this Agreement or of any of the other Transaction Documents to which it is a party, or (iii) that otherwise involve this Agreement or any other Transaction Document to which it is a party.

(h) Governmental Approvals . No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for its due execution, delivery and performance of this Agreement or any other Transaction Document to which it is a party or the transactions contemplated hereby or thereby, except for the filing of the UCC financing statements referred to in such Transaction Documents and filings with the SEC to the extent required by applicable Law.

SECTION 4.2 Additional Representations and Warranties of the Originators . Each Originator represents and warrants to the Lessees (i) as of the Cutoff Date, (ii) as of the

7

Lease Closing Date, (iii) as of each Upgrade Date, and (iv) as of each Like-Kind Exchange Transfer Date, provided, however, (a) in the case of clause (i), each Originator only makes the representation and warranty in Section 4.2(l) and only in respect of the Lease Closing Date Devices and Lease Closing Date Customer Leases, (b) in the case of clause (ii), each Originator does not make the representation in Section 4.2(l), (c) in the case of clause (iii), each Originator makes the representations and warranties in Sections 4.2(a), (c), (l) and (m) only with respect to the Upgraded Devices and related Upgraded Customer Leases transferred pursuant to Section 2.1 as of the applicable Upgrade Date and makes the representations and warranties in Sections 4.2(d) and (k) and (d) in the case of clause (iv), each Originator only makes the representation and warranty in Section 4.2(l)(i) and only in respect of the Like-Kind Exchange Device transferred as of the applicable Like-Kind Exchange Transfer Date, as follows:

(a) Absolute Assignment . This Agreement constitutes an absolute and irrevocable assignment by way of capital contribution of the Devices and the Related Customer Leases to its Related Lessee.

(b) Use of Proceeds . The use of all funds obtained by it under this Agreement will not conflict with or contravene any of Regulations T, U and X promulgated by the Board of Governors of the Federal Reserve System.

(c) Quality of Title . At the time of its assignment to its Related Lessee hereunder, each Device and each Related Customer Lease, is owned by it free and clear of any Liens (other than Permitted Device Liens); when its Related Lessee acquires such Devices and Related Customer Leases hereunder, such Lessee shall have acquired them for fair consideration and reasonably equivalent value, free and clear of any Lien (other than Permitted Device Liens); and no valid effective financing statement or other instrument similar in effect covering any Device and any Related Customer Lease is on file in any recording office, except such as may be filed (i) in favor of its Related Lessee in accordance with this Agreement or any other Transaction Document (and assigned to MLS and further assigned to the Collateral Agent) or (ii) in connection with any Permitted Device Lien.

(d) UCC Details . Its true legal name as registered in the sole jurisdiction in which it is organized and the jurisdiction of such organization are specified in Annex 1 and its chief executive office is at the address specified in Annex 1 (or at such other location, notified to Lessees, MLS and Collateral Agent). Except as described in Annex 1 , it has never had any trade names, fictitious names, assumed names or “doing business as” names and is “located” in the jurisdiction specified in Annex 1 for purposes of Section 9-307 of the UCC. It is organized in only a single jurisdiction.

(e) Servicer Collection Account . The names and addresses of all banks or financial institutions with Servicer Collection Accounts (“ Collection Account Banks ”), together with the account numbers of the Servicer Collection Accounts at such Collection Account Banks, are specified in Schedule 3 of the Servicing Agreement (or have been notified to and approved by the Collateral Agent and MLS in accordance with Section 2.10(d) of the Servicing Agreement).

8

(f) Servicing Programs . No license or approval is required for the Lessees’, the Collateral Agent’s or MLS’s use of any software or other computer program used by such Originator, the Servicer or any Sub-Servicer in the servicing of the Related Customer Leases originated by such Originator, other than under the Amdocs Sub-Servicing Agreement and those which have been obtained and are in full force and effect.

(g) Adverse Change . Since March 31 2016, there has been no Material Adverse Effect with respect to such Originator.

(h) Credit and Collection Policies; Compliance with Law. It has complied with the Credit and Collection Policies in all material respects and such policies have not changed in any material respect since the date of origination. It has complied with all applicable Law except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(i) Investment Company Act . It is not an “investment company” under (and as defined in) the Investment Company Act.

(j) Tax Returns and Payments . It has filed all federal income tax returns and all other material tax returns that are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment received by it, except (i) for any such taxes or assessments, if any, that are being appropriately contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided, or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. No tax lien has been filed, and, to its actual knowledge, no claim is being asserted, with respect to any such tax or assessment that could reasonably be expected to result in a Material Adverse Effect.

(k) No Sanctions. It is not a Sanctioned Person. To its knowledge after due inquiry, no Customer was a Sanctioned Person at the time of such Originator’s entry into any Related Customer Lease with such Customer. It and its Affiliates: (i) have less than 15% of their assets in Sanctioned Countries and (ii) derive less than 15% of their operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries. Neither it nor any of its Subsidiaries engages in activities related to Sanctioned Countries except for such activities as are (A) specifically or generally licensed by OFAC or (B) otherwise in compliance with OFAC’s sanctions regulations.

(l) Eligible Devices and Related Customer Leases . Each Device is (i) an Eligible Device and (ii) each Related Customer Lease is an Eligible Lease.

(m) Customer Leases and Upgrade Policy . No Customer has a contractual right under its Related Customer Lease with respect to a Device to have payments under such Related Customer Lease waived at the time of a Customer Upgrade or otherwise, and no Sprint Party (other than the Lessee that is lessor under such Related Customer Lease or the Servicer acting on behalf of such Lessee in accordance with the Servicing Agreement) has the right to waive any payments under such Related Customer Lease.

9

SECTION 4.3 Breach of Eligibility Representation and Warranty . If on any day there is discovered a breach of any of the representations or warranties of any Originator set forth in Section 4.2(l) with respect to any Device or Related Customer Lease as of the date such representations and warranties are made, then, to the extent the Servicer is required to make a payment in a respect of a Deemed Collection pursuant to Section 2.14(b) of the Servicing Agreement, the Related Originator agrees to make such payment to the Servicer on the same terms as the Servicer is required to make a payment to MLS under Section 2.14(b) of the Servicing Agreement.

ARTICLE V

GENERAL COVENANTS

SECTION 5.1 Mutual Covenants . At all times from the Lease Closing Date to the Final Settlement Date, each Lessee and each Originator shall:

(a) Compliance with Laws, Etc . Comply with all applicable Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Preservation of Existence . Except as expressly permitted by Section 5.3(c ) or (d)  with respect to the Originators or the Master Lease Agreement with respect to the Lessees, preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing in each jurisdiction where the failure to qualify or preserve and maintain such existence, rights, franchises, privileges and qualification could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) Separateness . Not take any actions inconsistent with the terms of Section 6.1 of the Second Step Transfer Agreement or any Lessee’s organizational documents.

(d) Taxes . The transactions contemplated by this Agreement are intended to be treated for sales and use tax purposes as a financing (so that transfers of Devices hereunder are not taxable sales) and if not so treated each transfer contemplated hereunder is intended to be an exempt sale for resale for such purposes as the purchaser or transferee intends to re-sell or lease each Device in the same form or condition in which it was transferred to others in the normal course of the transferee’s business. Each Originator and each Lessee will cooperate to take all steps to timely prepare and secure any exemption certificate, resale certificate or similar documentation requested or required by any jurisdiction for purposes of qualifying for or documenting any such exemption.

10

SECTION 5.2 Additional Covenants of the Originators . At all times from the Lease Closing Date to the Final Settlement Date, each Originator shall (or shall cause the Servicer to):

(a) Keeping of Records and Books of Account; Delivery . Maintain and implement, or cause to be maintained and implemented, administrative and operating procedures (including an ability to recreate records evidencing the Devices and the Related Customer Leases in the event of the destruction of the originals thereof, backing up on at least a daily basis on a separate backup computer from which electronic file copies can be readily produced and distributed to third parties being agreed to suffice for this purpose), and keep and maintain, or cause to be kept and maintained (or transferred to Servicer), all documents, books, records and other information necessary or advisable for the collection of all Collections in respect of all Devices and the Related Customer Leases.

(b) Location of Records . Keep its chief executive office and principal place of business, and the offices where it keeps its Records (and any original documents relating thereto), at the address of such Originator referred to in Annex 1 or, upon thirty (30) days’ prior written notice to the Collateral Agent and MLS, at such other locations in jurisdictions where all action required by Section 5.2(f) shall have been taken and completed.

(c) Credit and Collection Policies . Until such Device or the Related Customer Lease is contributed to its Related Lessee, comply in all material respects with its Credit and Collection Policy in regard to each Device and the Related Customer Lease.

(d) Collections . Except as otherwise permitted under this Agreement, instruct, or cause the Servicer to instruct, all Customers to cause all Collections in respect of Devices and Related Customer Leases to be deposited directly in a Servicer Collection Account covered by an Account Control Agreement. In the event such Originator or any of its Affiliates receives any Collections such Person will promptly (but not later than three (3) Business Days following receipt) deposit such Collections in a Servicer Collection Account covered by an Account Control Agreement, except Non-Lock Box Receivables. The Originators shall cooperate with the Lessees and the Servicer in collecting amounts due from Customers in respect of the Devices and Related Customer Leases. Each Originator hereby grants to the Lessees and the Servicer an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take or cause to be taken in the name of such Originator all steps necessary or advisable to endorse, negotiate or otherwise realize on any Collections and any checks, instruments or other proceeds of the Devices and Related Customer Leases held or transmitted by such Originator or transmitted or received by such Lessee (whether or not from such Originator) in connection with any Device or Related Customer Lease transferred by it hereunder.

(e) PATRIOT ACT Information . Promptly following a request therefor, provide any documentation or other information that any Lessee, MLS or the Collateral Agent reasonably requests in order to comply with its ongoing obligations under the applicable “know your customer” and anti money laundering rules and regulations, including the PATRIOT Act.

11

(f) Further Assurance. From time to time, at its expense, promptly execute and deliver all further instruments and documents, and take all further action that the Lessees, MLS or the Collateral Agent or any of their respective designees may reasonably request, in order to perfect, protect or more fully evidence the assignments and contributions hereunder, or to enable the Lessees, MLS and the Collateral Agent to exercise or enforce any of their respective rights with respect to the Devices and Related Customer Leases. Without limiting the generality of the foregoing, each Originator will upon the request of the Lessees, MLS or the Collateral Agent authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate.

(g) Agreed Upon Procedures . Cooperate reasonably with Servicer and the designated accountants for each annual agreed-upon procedures report required pursuant to Section 8.1(i) of the Servicing Agreement.

(h) Location . Each Originator shall at all times maintain its jurisdiction of organization and its chief executive office within a jurisdiction in the United States in which Article Nine of the UCC (2001 or later revision) is in effect.

(i) Tax Matters . Each Originator shall pay all applicable taxes required to be paid by it when due and payable in connection with the transfer hereunder of the Devices and Related Customer Leases, and acknowledges that neither the Collateral Agent nor MLS shall have any responsibility with respect thereto. Each Originator shall pay and discharge, or cause the payment and discharge of, all federal income taxes (and all other material taxes) of such Originator when due and payable, except (i) such as may be paid thereafter without penalty, (ii) such as may be contested in good faith by appropriate proceedings and for which an adequate reserve has been established and is maintained in accordance with GAAP or (iii) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(j) Provision of Wireless Services . Each Originator will or will cause one or more of its Affiliates to provide wireless network services to Customers in accordance with each Related Customer Lease or other agreement, contract or other document (including any purchase order or invoice) related to any rights or obligations of any party under a Related Customer Lease, subject to the Credit and Collection Policy.

SECTION 5.3 Negative Covenants of Each Originator . From the Lease Closing Date until the Final Settlement Date, each Originator shall not:

(a) Liens, Etc . Except as otherwise explicitly provided herein and in the other Transaction Documents, create or suffer to exist any Lien, other than Permitted Device Liens upon or with respect to, any Device or Related Customer Lease or any interest therein (other than Devices and Related Customer Leases, if any, subsequently (i) repurchased by the Originators pursuant to the terms of the Transaction Documents or (ii) distributed to the Originators pursuant to Sections 2.6, 2.7, 2.8 or 2.9), or any Servicer Collection Account to which any Collections of any of the foregoing are sent,

12

or any right to receive income or proceeds (other than distributions made to such Originator in accordance with the Transaction Documents or any proceeds of Collections remitted to such Originator hereunder to the extent such Originator owes no other amounts hereunder) from or in respect of any of the foregoing or, prior to the Final Settlement Date, its equity interest in it Related Lessee, if any.

(b) Nondisturbance of Devices or Customer Leases . Claim ownership in or otherwise interfere with a Lessee’s (or the Servicer’s, MLS’ or the Collateral Agent’s) rights in the Devices or any Related Customer Lease, except if such Originator repurchases such Device pursuant to the Device Repurchase Agreement or if such Device or Related Customer Lease is distributed to such Originator pursuant to Sections 2.6, 2.7, 2.8 or 2.9.

(c) Mergers, Sales, Etc . Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets, or agree to do any of the foregoing, unless (i) no Lease Event of Default has occurred and is continuing or would result immediately after giving effect thereto, (ii) if such Originator is not the surviving entity or if such Originator sells, leases or transfers all or substantially all of its property and assets, the surviving entity or the Person purchasing or being leased the assets is a Subsidiary of Sprint and agrees to be bound by the terms and provisions applicable to such Originator hereunder, (iii) Sprint reaffirms in a writing, in form and substance reasonably satisfactory to MLS and the Collateral Agent, that its obligations under the Performance Support Agreement shall apply to the surviving entity and (iv) each of MLS and the Collateral Agent receives such additional certifications and opinions of counsel as it shall reasonably request.

(d) Change in Organization, Etc . Change its jurisdiction of organization or its name, identity or corporate organization structure or make any other change such that any financing statement filed or other action taken to perfect its Related Lessee’s or MLS’s interests hereunder and under the Second Step Transfer Agreement, as applicable, would become seriously misleading or would otherwise be rendered ineffective, unless such Originator shall have given its Related Lessee, MLS and the Collateral Agent not less than 30 days’ prior written notice of such change and shall have cured such circumstances.

(e) Actions Impairing Quality of Title . Take any action that could reasonably be expected to cause a Related Lessee not to have valid ownership, free and clear of any Lien (other than any Permitted Device Lien), of the Devices and Related Customer Leases transferred under this Agreement (other than Devices and Related Customer Leases, if any, subsequently (i) repurchased by the Originators pursuant to the terms of the Transaction Documents or (ii) distributed to the Originators pursuant to Sections 2.6, 2.7, 2.8 or 2.9).

(f) Customer Upgrades . Waive payments under or terminate a Related Customer Lease in connection with a Customer Upgrade (or permit any such waiver or termination), during the Term of a Device Lease for such Device unless, simultaneously with the Customer Upgrade, the related Upgraded Device and Upgraded Customer Lease

13

are contributed in accordance with this Agreement and such Upgraded Device and the Customer-Lease End Rights and Obligations with respect to such Upgraded Customer Lease are transferred to MLS pursuant to the Second Step Transfer Agreement.

(g) Assigned Lease Upgrade Policy Provision . Not amend or otherwise modify (or permit to be amended or otherwise modified) the Assigned Lease Upgrade Policy Provision, for any Device subject to a Customer Lease during the Term of a Device Lease for such Device, including any modification to any portion of the Upgrade Policy that has the effect of modifying the Assigned Lease Upgrade Policy Provision, unless otherwise consented to by MLS and the Collateral Agent (such consent not to be unreasonably withheld or delayed).

ARTICLE VI

INDEMNIFICATION

SECTION 6.1 Each Originator’s Indemnity . Without limiting any other rights that any such Person may have hereunder or under applicable Law, each Originator severally but not jointly, hereby agrees to indemnify and hold harmless its Related Lessee, such Lessee’s Affiliates and all of their respective successors, transferees, participants and assigns, all Persons referred to in Section 7.4 hereof, and all officers, members, managers, directors, shareholders, employees and agents of any of the foregoing (each an “ Originator Indemnified Party ”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements but excluding Taxes (all of the foregoing being collectively referred to as “ Originator Indemnified Amounts ”) awarded against or incurred by any of them arising out of the ownership, assignment or lease, as applicable, of the Devices and the Related Customer Leases pursuant to the Transaction Documents or arising out of or relating to or resulting from the actions or inactions of the Originators; provided , however , notwithstanding anything to the contrary in this Article VI , Originator Indemnified Amounts shall be excluded to the extent (w) resulting from the gross negligence or willful misconduct on the part of such Originator Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, (x) resulting from a claim brought by any Person against an Originator Indemnified Party (other than any Sprint Party) for breach of such Originator Indemnified Party’s (other than any Sprint Party’s) obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, (y) constituting recourse with respect to the market or residual value of a Device or the value of a Customer Lease or a Customer Receivable by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Customer or as a result of an Insolvency Event with respect to any Lessee and (z) resulting from a claim that Lessees are not required to indemnify under Article IV of the Master Lease Agreement. Without limiting the foregoing, each Originator shall indemnify, subject to the limits set forth in this Section 6.1 , and hold harmless each Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to or resulting from:

(i) the transfer by any Originator of any interest in any Device or Related Customer Lease;

14

(ii) any representation or warranty made by any Originator under or in connection with any Transaction Document to which it is a party, or any other information or report delivered by or on behalf of any Originator pursuant hereto, that shall have been untrue, false or incorrect when made or deemed made;

(iii) the failure of any Originator to comply with the terms of any Transaction Document applicable to it or any applicable Law (including with respect to any Device or Related Customer Lease), or the nonconformity of any Device or Related Customer Lease with any such Law;

(iv) the lack of an enforceable ownership interest or a first priority perfected security interest in the Devices or Related Customer Leases transferred, or purported to be transferred, to any Lessee pursuant to this Agreement against all Persons (including any bankruptcy trustee or similar Person);

(v) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Device or Related Customer Lease transferred by any Originator, or purported to be transferred by any Originator, to any Lessee pursuant to this Agreement whether at the time of any purchase or acquisition, as applicable, or at any time thereafter;

(vi) any suit or claim related to the Devices or Related Customer Leases transferred, or purported to be transferred, to any Lessee pursuant to this Agreement (including any products liability or environmental liability claim arising out of or in connection with the Devices or Related Customer Leases);

(vii) failure by any Originator to comply with the “bulk sales” or analogous Laws of any jurisdiction; or

(viii) any commingling by such Originator of any funds relating to the Customer Receivables with any of its own funds or the funds of any other Person other than Non-Lockbox Receivables.

SECTION 6.2 Contribution . If for any reason the indemnification provided above in this Article VI is unavailable to an Originator Indemnified Party or is insufficient to hold an Originator Indemnified Party harmless, then each Originator shall contribute to the amount paid or payable by such Originator Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Originator Indemnified Party on the one hand and such Originator on the other hand but also the relative fault of such Originator Indemnified Party as well as any other relevant equitable considerations.

15

ARTICLE VII

MISCELLANEOUS

SECTION 7.1 Amendments, etc. No amendment or waiver of any provision of this Agreement or consent to any departure by any Originator therefrom shall in any event be effective unless the same shall be in writing and signed by the Lessee Representative, MLS and the Collateral Agent and (if an amendment) the Originators, and if such amendment or waiver affects the obligations of Sprint, Sprint consents in writing thereto, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Each Originator may not amend or otherwise modify any other Transaction Document executed by it without the written consent of the Lessee Representative, MLS and the Collateral Agent, and if such amendment or waiver affects the obligations of Sprint, Sprint consents in writing thereto.

SECTION 7.2 No Waiver; Remedies . No failure on the part of any Lessee or any Originator Indemnified Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by Law.

SECTION 7.3 Notices, Etc. The provisions of Section 21 ( Notices ) of the MLS Intercreditor Agreement shall apply as if fully set forth herein.

SECTION 7.4 Binding Effect; Assignment . Each Originator acknowledges that MLS may rely upon the terms of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Except as provided below, no party may assign its rights and obligations hereunder in whole or in part without the prior written consent of each of the other parties (not to be unreasonably withheld or delayed). Each Originator acknowledges that Lessees’ rights under this Agreement and rights in the Devices and Related Customer Leases may be sold outright or assigned as collateral to MLS under the Second Step Transfer Agreement and may be further assigned as collateral to the Collateral Agent on behalf of the Financing Parties, and the Originators consent to such assignments. The parties hereto agree that MLS and the Collateral Agent (and any assignee of any of them) is each an intended third-party beneficiary of this Agreement and is entitled to enforce the rights of Lessees arising hereunder, including requiring payment of any amounts required to be paid to MLS or any other Originator Indemnified Party to be paid directly to the MLS Collection Account (Tranche 2).

SECTION 7.5 Survival . The rights and remedies with respect to any breach of any representation and warranty made by any Originator or any Lessee pursuant to Article IV , the indemnification provisions of Article VI , and the provisions of Sections 7.4 , 7.5 , 7.6 , 7.8 , 7.9 , 7.10 , 7.11 , 7.12 and 7.14 shall survive any termination of this Agreement.

SECTION 7.6 Costs and Expenses . In addition to its obligations under Article VI , each Originator agrees to pay on demand all reasonable and documented out-of-pocket

16

costs and expenses incurred by Lessees and any other Originator Indemnified Party in connection with the negotiation, preparation, execution and delivery of any amendment of or consent or waiver under this Agreement (whether or not consummated), or the enforcement of, or any actual or reasonably claimed breach of, this Agreement, including reasonable and documented accountants’, auditors’, consultants’ and attorneys’ fees and expenses to any of such Persons and the fees and charges of any nationally recognized statistical rating agency or any independent accountants, auditors, consultants or other agents incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under this Agreement in connection with any of the foregoing.

SECTION 7.7 Execution in Counterparts; Integration . This Agreement may be executed in any number of counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Executed counterparts may be delivered electronically. This Agreement, together with the other Transaction Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

SECTION 7.8 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF).

SECTION 7.9 Waiver of Jury Trial . EACH ORIGINATOR AND EACH LESSEE HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY.

SECTION 7.10 Consent to Jurisdiction; Waiver of Immunities . EACH ORIGINATOR AND EACH LESSEE HEREBY ACKNOWLEDGES AND AGREES THAT:

(a) IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

17

(b) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.

SECTION 7.11 Confidentiality . Each party hereto agrees to comply with, and be bound by, the confidentiality provisions of Section 20 ( Confidential Information ) of the MLS Intercreditor Agreement as if fully set forth herein.

SECTION 7.12 No Proceedings . The provisions of Section 24.2 ( No Proceedings Against MLS ) of the MLS Intercreditor Agreement shall apply as if fully set forth herein.

SECTION 7.13 No Recourse Against Other Parties . No recourse under any obligation, covenant or agreement of any Lessee contained in this Agreement shall be had against any stockholder, employee, officer, director, member, manager incorporator or organizer of any Lessee.

SECTION 7.14 Severability . Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[SIGNATURE PAGES FOLLOW]

18

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective duly authorized signatories, as of the date first above written.

Exhibit 10.2

EXECUTION COPY

SECOND STEP TRANSFER AGREEMENT (TRANCHE 2)

dated as of April 28, 2016

among

THE LESSEES FROM TIME TO TIME PARTY HERETO,

as Sellers

and

MOBILE LEASING SOLUTIONS, LLC,

as Buyer

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(continued)

ii

SECOND STEP TRANSFER AGREEMENT (TRANCHE 2)

This SECOND STEP TRANSFER AGREEMENT (TRANCHE 2), dated as of April 28, 2016 and effective as of the Lease Closing Date (this “ Agreement ”), is among THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS LESSEES, as sellers (collectively, the “ Lessees ” and, each, a “ Lessee ”), and MOBILE LEASING SOLUTIONS, LLC, a Delaware limited liability company, acting for itself and on behalf of Series 2 thereof, as buyer (the “ Buyer ”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain First Step Transfer Agreement (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time, the “ First Step Transfer Agreement ”), among the Originators and the Lessees, the Originators will on the Lease Closing Date and from time to time contribute Devices and Related Customer Leases to the Lessees as further described in the First Step Transfer Agreement;

WHEREAS, each Lessee wishes to sell and the Buyer wishes to purchase the Devices and the Customer Lease-End Rights and Obligations under the Related Customer Leases pursuant to and in accordance with the terms hereof;

WHEREAS, the Devices and the Customer Lease-End Rights and Obligations under the Related Customer Leases will be held in the name of Mobile Leasing Solutions on behalf of Series 2;

WHEREAS, the Buyer has agreed to pay to the Lessees the Cash Purchase Price, the Deferred Purchase Price Amount and the Contingent Purchase Price, in each case, in accordance with the terms hereof;

WHEREAS, pursuant to that certain Master Lease Agreement (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time, the “ Master Lease Agreement” ), by and among the Lessees, Servicer, the Buyer and Collateral Agent, as supplemented by each Device Lease Schedule agreed as of the Lease Closing Date by the Lessees and the Buyer and, if applicable, amended pursuant to Section 2.14 of the Master Lease Agreement (the Master Lease Agreement, together with each Device Lease Schedule, collectively, the “ Device Leases ” and, each, a “ Device Lease ”), the Buyer will on the Lease Closing Date commence leasing the Lease Closing Date Devices to the relevant Lessee;

WHEREAS, Servicer will service the Devices and Related Customer Leases for Lessees and the Buyer pursuant to the Servicing Agreement;

WHEREAS, the Parties intend that the Transaction Documents create a financing for all U.S. federal, state and local income tax purposes, and thus specifically that (i) the Cash Purchase Price paid under this Agreement at closing be treated for such purposes as amounts loaned by the Buyer for which the Devices provide security and (ii) the Rental Payments payable to the Buyer under the Device Leases be treated for such purposes as payments on such indebtedness owed to the Buyer;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND RELATED MATTERS

SECTION 1.1 Defined Terms . In this Agreement, capitalized terms not otherwise defined herein have the meaning provided for such terms in Appendix A to the Master Lease Agreement. In addition, the following terms used herein have the meanings indicated below:

“ Agreement ” shall have the meaning provided in the preamble of this Agreement.

“ Available Funds ” shall have the meaning provided in the Servicing Agreement.

“ Buyer ” shall have the meaning provided in the preamble of this Agreement.

“ Buyer Obligations ” shall have the meaning provided in Section 7.1(b) of this Agreement.

“ Buyer Permitted Lien ” means

(a) Liens created under the Transaction Documents;

(b) Liens securing Debt under any Permitted Additional Tranche and “Permitted Liens” as defined in the transaction documents relating to any Permitted Additional Tranche;

(c) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings diligently conducted, provided that adequate reserves with respect thereto are maintained on the books of the Buyer in conformity with GAAP;

(d) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation;

(e) Liens on insurance policies and proceeds thereof securing the financing of the premiums with respect thereto;

(f) Liens on equipment arising from precautionary UCC financing statements regarding operating leases of equipment;

(g) (i) Liens that are contractual or common law rights of set-off relating to (A) the establishment of depository relations in the ordinary course of business with banks not given in connection with the issuance of Debt or (B) pooled deposit or sweep accounts of the Buyer to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Buyer and (ii) other Liens securing cash management obligations (that do not constitute Debt) in the ordinary course of business;

2

(h) Liens of a collecting bank arising under Section 4-208 or Section 4-210 of the UCC on items in the course of collection; or

(i) nonrecourse Liens on and purchase money security interests in immaterial assets of Mobile Leasing Solutions arising in the ordinary course of business.

“ Cash Purchase Price ” shall have the meaning provided in Section 2.3(a) of this Agreement.

“ Collections ” shall have the meaning provided in the Servicing Agreement.

“ Contingent Device Purchase Price ” means an amount (which may be less than zero) equal to:

(a) the sum of:

(i) the aggregate Device Net Sale Proceeds in respect of all Device disposals on or prior to the Final Settlement Date; plus

(ii) the sum of all Device Dilution Payments on or prior to the Final Settlement Date; plus

(iii) the sum of all Customer Purchase Price Amounts on or prior to the Final Settlement Date; plus

(iv) the aggregate Sprint Net Sale Proceeds in respect of all Device disposals on or prior to the Final Settlement Date; plus

(v) the sum of all Forward Purchase Price Amounts in respect of all Device disposals on or prior to the Final Settlement Date; minus

(b) the sum of:

(i) the aggregate Device Residual Values for each Lease Closing Date Device as of the applicable Expected Sales Date of such Device; plus

(ii) the sum of all Supplemental Fixed Amounts;

provided, any transfers or sale of Devices under Sections 2.8 , 2.9 and, for the avoidance of doubt, 2.10 , shall not be included in the calculation of clause (a) and provided, further, the deductions in clause (b) shall be without duplication of any amounts deducted from the calculation of Deferred Purchase Price Amount.

3

“ Contingent Rent Purchase Price ” means an amount (which may be less than zero) equal to

(a) the sum of:

(i) all Excess Rental Payments on or prior to the Final Settlement Date; plus

(ii) all Other Payments on or prior to the Final Settlement Date; plus

(iii) the MLS Collection Account Interest; minus

(b) the sum of:

(i) the sum of all Rental Payments and other amounts due and owing to the Buyer by any Lessee, Servicer or Guarantor as of the Final Settlement Date; plus

(ii) the aggregate additional interest expense incurred by the Buyer in respect of the Facilities as a result of the Buyer not receiving Device Net Sale Proceeds (or Device Dilution Payments, Customer Purchase Price Amounts, Sprint Net Sale Proceeds or Forward Purchase Price Amounts in lieu thereof) for a Device on or prior to the applicable Expected Sales Date of such Device; provided such interest expense with respect to each applicable Device shall be calculated for the period between the Expected Sales Date of such Device and the earlier of the (x) Final Settlement Date and (y) the date on which the Device Net Sale Proceeds (or Device Dilution Payments, Customer Purchase Price Amounts, Sprint Net Sale Proceeds or Forward Purchase Price Amounts in lieu thereof) for such Device are actually received by the Buyer at the rate set forth in the applicable Financing Document on an amount equal to the Device Residual Value of such Device as of the Expected Sales Date; provided, further, this clause (ii) shall exclude additional interest expense with respect to any Device returned to the Buyer (or its Nominated Agent) that satisfies the Device Return Condition for any period after the Device Disposal Period for such Device; provided further, this clause (ii) shall be inapplicable to any Exchanged Device where the related Upgraded Device has been sold to Buyer pursuant to Section 2.1 ; plus

(iii) all unreimbursed costs and fees of the Buyer (or its Nominated Agent) as of the Final Settlement Date to repair and restore Devices that when returned were not in Device Return Condition; provided any such repair cost or expense was incurred by the Buyer (or its Nominated Agent) in accordance with the Transaction Documents;

provided, however, the deductions in (b)(i)-(iii) shall be without duplication of any amounts deducted from the calculation of Deferred Purchase Price Amount.

“ Contingent Purchase Price ” means the sum of the Contingent Device Purchase Price plus the Contingent Rent Purchase Price; provided, however, in no event shall this amount be less than zero.

“ Customer Lease-End Rights and Obligations ” means, with respect to any Related Customer Lease for a Device, (a) during the Term of a Device Lease for such Device, (i) the

4

right to receive possession of such Device if returned by the Customer, (ii) the right to receive purchase price payments or payments in lieu of delivery by Customers under such Related Customer Lease, (iii) the obligation to deliver title to such Device to the relevant Customer free and clear of any Adverse Claims arising by and through the Buyer upon payment of the purchase price or payment in lieu of delivery and all other amounts due and owing for such Device under such Related Customer Lease, (iv) the right to terminate such Related Customer Lease in accordance with the early termination provisions thereof if the Sprint Parties discontinue the Sprint Parties’ leasing program for Devices and (v) the right to set the fair market value of such Device under such Related Customer Lease in relation to the Customer’s purchase option in respect of such Device after the Customer Lease Term and (b) at all times after the Term of a Device Lease for such Device, all rights and obligations under such Related Customer Lease other than the right to receive all Customer Receivables attributable to any period during the Term of such Device Lease.

“ Customer Purchase Price Amounts ” means with respect to any Device, all purchase price payments and payments in lieu of delivery of such Device received by the Buyer, directly or indirectly from the relevant Customers under the applicable Related Customer Lease. For the avoidance of doubt this amount shall not include payments on account of scheduled Customer Receivables.

“ Debt ” means, at any time, indebtedness of any Person at any time, without duplication, all obligations of such Person for money borrowed or raised, all obligations (other than accounts payable and other similar items arising in the ordinary course of business) of such Person for the deferred payment of the purchase price of property, and all capital lease obligations or other obligations which, in each case, in accordance with GAAP, would be included in determining total liabilities as shown on the liability side of the balance sheet of such Person and all guarantees (whether contingent or otherwise) of such Person guaranteeing the Debt of any other Person, whether directly or indirectly (other than endorsements for collection or deposit in the ordinary course of business).

“ Deemed Collections ” shall have the meaning provided in the Servicing Agreement.

“ Deferred Purchase Price ” shall have the meaning provided in Section 2.3(b) of this Agreement.

“ Deferred Purchase Price Amount ” shall have the meaning provided in Section 3.1 of this Agreement.

“ Deferred Purchase Price Interest ” shall have the meaning provided in Schedule VI of this Agreement.

“ Delivery Costs ” shall have the meaning provided in the Device Repurchase Agreement.

“ Device Dilution Payment ” means with respect to any Device, (i) any payment to the Buyer on account of Dilutions in respect of the Device Residual Value for such Device pursuant to Sections 2.7(b), 2.7(d), 2.7(f) or 2.14(b)(ii) of the Servicing Agreement, Sections 2.9(a)(ii)(3), 2.9(a)(iii)(3) or 2.13(b)(ii)(B) of the Master Lease Agreement, or the exercise by any Lessee of the Upgrade Termination Option and payment of any amounts under clause (a)(iii) of the

5

definition of Upgrade Termination Option Payment and (ii) any Upgrade Dilution deposited into the Upgrade Reserve Account and distributed to the MLS Collection Account (Tranche 2) or to the Forward Purchaser pursuant to Sections 2.9(c)(i) or 2.9(c)(iii) of the MLS Intercreditor Agreement.

“ Device Disposal Period ” means, with respect to a Device, the period from the return of the Device to the Buyer (or its Nominated Agent) to the earlier of (a) in the case of a Device (other than a Reparable Device or Incremental Device), 30 days thereafter, in the case of a Reparable Device, 45 days thereafter and in the case of an Incremental Device, 60 days thereafter and (b) the date such Device is disposed of.

“ Device Handling Fee ” shall have the meaning provided in the Support Services Agreement.

“ Device Losses ” means with respect to a Device, an amount (which may be less than zero) equal to (a) the sum of (i) the Device Net Sale Proceeds in respect of the disposal of such Device on or prior to the Final Settlement Date, (ii) any Device Dilution Payment in respect of such Device on or prior to the Final Settlement Date, (iii) any Customer Purchase Price Amount in respect of such Device on or prior to the Final Settlement Date, (iv) the Sprint Net Sale Proceeds in respect of the disposal of such Device on or prior to the Final Settlement Date and (v) the Forward Purchase Price Amount in respect of the disposal of such Device on or prior to the Final Settlement Date; minus (b) the sum of (i) the Device Residual Value for such Device as of the applicable Expected Sales Date of such Device plus (ii) the sum of all Rental Payments and other amounts due and owing to the Buyer by any Lessee, Servicer or Guarantor as of the Final Settlement Date in respect of such Device; plus (iii) the aggregate additional interest expense incurred by the Buyer in respect of the Facilities as a result of the Buyer not receiving Device Net Sale Proceeds (or Device Dilution Payments, Customer Purchase Price Amounts, Sprint Net Sale Proceeds or Forward Purchase Price Amounts in lieu thereof) in respect of such Device on or prior to the applicable Expected Sales Date of such Device, provided such interest expense with respect to such Device shall be calculated for the period between the Expected Sales Date of such Device and the earlier of the (x) Final Settlement Date and (y) the date on which the Device Net Sale Proceeds (or Device Dilution Payments, Customer Purchase Price Amounts, Sprint Net Sale Proceeds or Forward Purchase Price Amounts in lieu thereof) for such Device are actually received by the Buyer at the rate set forth in the applicable Financing Document on an amount equal to the Device Residual Value of such Device as of the Expected Sales Date; provided, further, this clause (b)(iii) shall exclude additional interest expense with respect to a Device that is returned to the Buyer (or its Nominated Agent) and satisfies the Device Return Condition for any period after the Device Disposal Period for such Device; plus (iv) all unreimbursed costs and fees of the Buyer (or its Nominated Agent) as of the Final Settlement Date to repair and restore such Device that when returned was not in the Device Return Condition, provided any such repair cost or expense was incurred by the Buyer (or its Nominated Agent) in accordance with the Transaction Documents, provided, however, the deductions in (b)(i)-(iv) shall be without duplication of any amounts deducted from the calculation of Contingent Purchase Price and clause (b)(i) of Section 3.1.

6

“ Device Net Sale Proceeds ” means, with respect to a Device sold by the Buyer (or its Nominated Agent) in the secondary market, the Device Sale Proceeds for such Device less the Device Handling Fee payable with respect to such sale.

“ Device Repayment Purchase Price ” shall have the meaning provided in the Servicing Agreement.

“ Devices ” means the Lease Closing Date Devices, the Upgraded Devices and each wireless mobile device received by the Buyer in connection with a Like-Kind Exchange for any of the foregoing Devices.

“ Device Sale Proceeds ” means, with respect to a Device sold by the Buyer (or its Nominated Agent), the gross proceeds of sale of such Device.

“ Excess Rental Payment ” means (i) with respect to a Customer Lease, all monthly Customer Receivables paid by Customers in respect of any period after the Scheduled Customer Lease Term of such Customer Lease, (ii) with respect to the exercise of any Upgrade Termination Option and without duplication of any amounts in clause (i), all Customer Receivables transferred to the MLS Collection Account (Tranche 2) on account of an Upgraded Customer Lease allocable to the period after the Upgrade Date other than any amounts deducted from the related Upgrade Termination Option Payment pursuant to clause (b) of the definition thereof and (iii) without duplication of any amounts in clauses (i) or (ii), all monthly Customer Receivables, Rent Dilutions and payments under the Sprint Guarantee transferred by Servicer or Guarantor to the MLS Collection Account (Tranche 2) in respect of a Device Lease Payment Date in excess of the Rental Payment due on such Device Lease Payment Date (excluding applied Carryover Amounts).

“ Facilities ” means the Senior Loans and the Senior Subordinated Loans.

“ Financing Documents ” means each of the documents evidencing the Facilities.

“ Forward Purchase Price Amount ” means, with respect to a Device sold by the Buyer (or its Nominated Agent) to Forward Purchaser under the Forward Purchase Agreement, the Fixed Price (as defined in the Forward Purchase Agreement) for such Device as of the Sale Date (as defined in the Forward Purchase Agreement) of such Device less the Originator Charge.

“ Income Tax ” means any tax imposed on the net income or profits of any Person and any similar Taxes, including any minimum Tax, net worth Tax, capital stock Tax or similar Tax.

“ Incremental Device ” shall have the meaning provided in the Support Services Agreement.

“ Independent Director ” means a natural person who (I) is not at the time of initial appointment, or at any time while serving as Independent Director of a Lessee, and has not been at any time during the preceding five (5) years: (a) a stockholder, member, director, manager (with the exception of serving as an independent manager or independent director of any Lessee), officer, employee, partner, attorney or counsel of such Lessee or Guarantor or any of their respective Affiliates (other than the other Lessees); (b) a supplier or other Person who

7

derives any of its purchases or revenues from its activities with such Lessee or Guarantor or any of their respective Affiliates (except in such person’s capacity as an independent manager or independent director of any Lessee); or (c) a member of the immediate family of any such supplier, stockholder, member, director, manager, officer, employee, partner, attorney, counsel or other Person described in clauses (a)  or (b)  above and (II) (1) has prior experience as an independent manager or independent director for a company whose charter documents required the unanimous consent of all independent managers or independent directors thereof before such company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (2) has at least three years of relevant employment experience.

“ Investment Company Act ” means the Investment Company Act of 1940, as amended.

“ Lease Closing Date Devices ” means the wireless mobile device identified on Schedule I hereto.

“ Lease Closing Date Customer Leases ” means each Customer Lease with respect to a Lease Closing Date Device identified on Schedule II hereto.

“ Lessee Permitted Additional Tranche ” means, in respect of any Lessee, any transaction or arrangement whereby (i) such Lessee sells (directly or indirectly) mobile wireless devices and rights in customer leases to Mobile Leasing Solutions acting for itself and/or on behalf of any Series (other than Series 2) and leases back (directly or indirectly) such devices from Mobile Leasing Solutions acting for itself and/or on behalf of any Series (other than Series 2) and (ii) Mobile Leasing Solutions acting for itself and/or on behalf of any Series finances such sale pursuant to a Permitted Additional Tranche.

“ Lessee Permitted Additional Tranche Transaction Documents ” means the documents mutually agreed to by the relevant Lessees and Mobile Leasing Solutions acting for itself and/or on behalf of any Series evidencing a Lessee Permitted Additional Tranche.

“ Lessee Representative ” shall have the meaning provided in Section 8.14 of this Agreement.

“ Like-Kind Exchange Transfer Date ” means the date a Like-Kind Exchange occurs.

“ MLS Collection Account Interest ” means, as of the Final Settlement Date, the sum of (i) the aggregate amount of interest payments on or credited to the MLS Collection Account (Tranche 2) accrued to such date minus (ii) the aggregate amount of interest payments on or credited to the MLS Collection Account (Tranche 2) paid to the Lessee Representative pursuant to the Waterfall to such date.

“ Mobile Leasing Solutions ” means Mobile Leasing Solutions, LLC, a Delaware limited liability company.

“ Net Device Losses ” means, with respect to any Device for which the calculation of Device Losses resulted in an amount less than zero, an amount equal to the lesser of (i) the Deferred Purchase Price with respect to such Device and (ii) the Device Losses with respect to

8

such Device (assuming the Device Losses are expressed as a positive amount solely for purposes of this clause (ii)). As an example, if Device Losses are -50, for purposes of clause (ii), Device Losses would be expressed as 50.

“ OFAC ” shall have the meaning provided in the First Step Transfer Agreement.

“ Originator Charge ” shall have the meaning provided in the Support Services Agreement.

“ Originator Device Fee ” shall have the meaning provided in the Device Repurchase Agreement.

“ Other Payments ” means the sum of all Collections received by the Buyer, directly or indirectly, from Customers under the Related Customer Leases (other than scheduled Customer Receivables and Customer Purchase Price Amounts).

“ PATRIOT Act ” shall have the meaning provided in the First Step Transfer Agreement.

“ Permitted Additional Tranches ” means any transaction entered into by Mobile Leasing Solutions acting for itself and/or on behalf of any Series (other than Series 2) constituting non-recourse secured debt of Mobile Leasing Solutions and/or such Series secured by mobile wireless devices and customer leases of such Series (whether held by such Series directly or held in the name of Mobile Leasing Solutions on behalf of such Series) arising from a mobile telephony operator’s cellular telephony business and which may also be secured by the membership interests in such Series and/or other assets of such Series (whether held by such Series directly or held in the name of Mobile Leasing Solutions on behalf of such Series), which collateral does not constitute collateral securing any other financing of Mobile Leasing Solutions (acting on behalf of itself or any Series) and in respect of which the Persons providing such financing in connection with such transaction and their agents have entered into intercreditor arrangements containing the Required Intercreditor Provision limiting the rights of such Persons and their agents to the specific collateral securing such non-recourse debt.

“ Purchase Price ” means the Lease Closing Date Purchase Price as adjusted pursuant to Section 2.4.

“ Qualified Purchaser ” means a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act.

“ Related Customer Leases ” means the Lease Closing Date Customer Leases and the Upgraded Customer Leases.

“ Related Originator ” shall have the meaning provided in the First Step Transfer Agreement.

“ Related Lease Closing Date Purchase Price ” shall have the meaning provided in Section 2.3 of this Agreement.

“ Related Upgrade Purchase Price ” shall have the meaning provided in Section 2.4 of this Agreement.

9

“ Rent Dilution ” means a Dilution in respect of a scheduled Customer Receivable.

“ Rent Payment Shortfall ” means, as of any date of determination, the sum of all accrued and unpaid Rental Payments as of such date.

“ Required Intercreditor Provision ” shall have the meaning provided in the MLS Intercreditor Agreement.

“ Senior Loan Lenders ” shall have the meaning provided in the Servicing Agreement.

“ Servicer Report ” shall have the meaning provided in the Servicing Agreement.

“ Sprint Net Sale Proceeds ” means, with respect to (i) a Device sold by the Buyer (or its Nominated Agent) to any Originator under the Device Repurchase Agreement, the Device Sale Proceeds for such Device less the Originator Device Fee less, to the extent not included in the Originator Device Fee, Delivery Costs and sales and transfer Taxes (not including any Income Taxes), if any, payable with respect to such transfer incurred in connection with such sale, (ii) a Device for which any Lessee has made payment under Section 2.11(c) of the Master Lease Agreement, the amount paid under Section 2.11(c)(ii) of the Master Lease Agreement or (iii) a Device for which the Servicer has made payment under Section 5.2 of the Servicing Agreement, without duplication of any amounts in clause (ii), the amount paid under Section 5.2(ii) of the Servicing Agreement.

“ Supplemental Fixed Amount ” shall have the meaning provided in the Forward Purchase Agreement.

“ Support Services Agreement ” shall have the meaning provided in the Servicing Agreement.

“ Transfer ” shall have the meaning provided in Section 7.1(b) of this Agreement.

“ Upgrade Exchange Option Transfer Date ” shall have the meaning provided in Section 2.9 of this Agreement.

SECTION 1.2 Other Interpretive Matters . The interpretation of this Agreement, unless otherwise specified, is subject to Section 1.2 of the Master Lease Agreement.

ARTICLE II

AGREEMENT TO PURCHASE AND SELL

SECTION 2.1 Purchase and Sale . Upon the terms and subject to the conditions set forth in this Agreement, (i) on the Lease Closing Date, each Lessee, severally and for itself, hereby sells to the Buyer, and, in consideration of the payment of the Lease Closing Date Purchase Price in accordance with Section 2.3, the Buyer hereby purchases from the relevant Lessee, all of such Lessee’s right, title and interest in, to and under (a) each Lease Closing Date Device and (b) the Customer Lease-End Rights and Obligations under each Lease Closing Date Customer Lease and (ii) subject to Section 2.8, on each Upgrade Date occurring during the Term

10

of a Device Lease for a Device, each Lessee, severally and for itself, hereby sells to the Buyer, and, in consideration of the payment of the Related Upgrade Purchase Price in accordance with Section 2.4, the Buyer hereby purchases from the relevant Lessee, all of such Lessee’s right, title and interest in, to and under (a) each Upgraded Device subject to a Customer Upgrade on such Upgrade Date and (b) the Customer Lease-End Rights and Obligations under each Upgraded Customer Lease related to such Upgraded Devices. For the avoidance of doubt, any Device the Upgrade Date with respect to which occurred after the end of the Term of a Device Lease for such Device shall not be transferred pursuant to this Agreement.

SECTION 2.2 Assignment and Assumption of Customer Lease-End Rights and Obligations . For the purposes of this Agreement, (x) all sales of contractual and other rights of Lessees in connection with Devices and Related Customer Leases shall be deemed to be absolute and irrevocable assignments thereof and (y) all purchases of contractual obligations by the Buyer shall be deemed to be assumptions thereof. From and after the Lease Closing Date (i) the Buyer shall have assumed the Customer Lease-End Rights and Obligations under the Lease Closing Date Customer Leases and (ii) each Lessee shall have relinquished its rights and be released from its obligations under the Customer Lease-End Rights and Obligations under the Lease Closing Date Customer Leases. From and after any Upgrade Date for an Upgraded Device (i) the Buyer shall have assumed the Customer Lease-End Rights and Obligations under the Upgraded Customer Lease for such Upgraded Device and (ii) each Lessee shall have relinquished its rights and be released from its obligations under the Customer Lease-End Rights and Obligations under such Upgraded Customer Lease. For the avoidance of doubt, in the case of each Lease Closing Date Customer Lease, from and after the Lease Closing Date, and, in the case of any Upgraded Device, from and after the Upgrade Date for such Upgraded Device, until the Term of a Device Lease for such Device has terminated or expired, the relevant Lessee shall be the lessor of record of the Device under the Related Customer Lease and own the right to receive all scheduled Customer Receivables in connection with such Related Customer Lease. Furthermore, for the avoidance of doubt, except for the obligations assigned to the Buyer herein, nothing herein shall relieve the relevant Lessee (or the Servicer on its behalf) from performing its obligations under the relevant Customer Leases.

SECTION 2.3 Lease Closing Date Purchase Price . The purchase price for the Lease Closing Date Devices and the Customer Lease-End Rights and Obligations under the Lease Closing Date Customer Leases sold by each Lessee to the Buyer on the Lease Closing Date (each, a “ Related Lease Closing Date Purchase Price ” and, in the aggregate, the “ Lease Closing Date Purchase Price ”) shall be payable by the Buyer as follows:

(a) first, on the Lease Closing Date, the Buyer shall pay to the Lessee Representative, on behalf of the Lessees, a portion of the Related Lease Closing Date Purchase Price in cash (in immediately available funds) in the amount set forth on Schedule III under the heading “Cash Purchase Price” (the “ Cash Purchase Price ”);

(b) second, a portion of such Related Lease Closing Date Purchase Price in the amount set forth on Schedule III under the heading “Deferred Purchase Price” shall be deferred (the “ Deferred Purchase Price ”) and paid to the Lessee Representative, on behalf of the Lessees, in accordance with Section 3.1; and

11

(c) third, the remaining portion of such Related Lease Closing Date Purchase Price shall be deferred and paid to the Lessee Representative, on behalf of the Lessees, on the Final Settlement Date in accordance with Section 3.2 as the Contingent Purchase Price.

SECTION 2.4 Purchase Price Upgrade Date . The consideration for any Upgraded Device and the Customer Lease-End Rights and Obligations under the related Upgraded Customer Lease sold by the relevant Lessee to the Buyer on the applicable Upgrade Date (each, a “ Related Upgrade Purchase Price ”) shall consist of (a) a purchase price equal to the Related Lease Closing Date Purchase Price (or, if the Exchanged Device was originally an Upgraded Device, the Related Upgrade Purchase Price) that was or would have been payable in respect of the Exchanged Device without giving effect to any Upgrade Exchange and (b) delivery to the Lessee of the Exchanged Device (or net sale proceeds thereof) subject to the conditions set forth in Sections 2.9 and 2.10; provided, however, the Contingent Purchase Price calculation for net disposal proceeds shall be made using the net disposal proceeds relating to the Upgraded Device and not the Exchanged Device and the calculation of Excess Rental Payments in the Contingent Purchase Price Calculation shall account for Customer Receivables paid in respect of the Upgraded Customer Lease related to such Upgraded Device. Any amount paid or payable by the Buyer in respect of the Exchanged Device shall be deemed paid or payable by the Buyer in respect of such Upgraded Device except the Contingent Purchase Price shall be adjusted as described above. Nothing in this Section 2.4 shall operate as to require the Buyer to pay any additional amounts of Cash Purchase Price or Deferred Purchase Price on account of the Upgraded Device that would not otherwise have been payable by the Buyer under the Transaction Documents with respect to the Exchanged Device. For the avoidance of doubt, at the time of any Upgrade Exchange, any amounts of the Related Lease Closing Date Purchase Price (or, if the Exchanged Device was an Upgraded Device, the Related Upgrade Purchase Price) previously paid in respect of the Exchanged Device will be deemed to have been paid in respect of the Related Upgrade Purchase Price of the Upgraded Device.

SECTION 2.5 No Recourse . Except as specifically provided in this Agreement, the purchase and sale of the Devices and the Customer Lease-End Rights and Obligations under this Agreement shall be without recourse to any Lessee.

SECTION 2.6 Intention of the Parties. It is the express intent of each of the parties hereto that each purchase and sale hereunder shall (except for U.S. federal, state and local income tax purposes) each severally constitute a true sale and absolute assignment of the Devices and the Customer Lease-End Rights and Obligations by each Lessee to the Buyer (such that the Devices and the Customer Lease-End Rights and Obligations, other than those, if any, subsequently transferred pursuant to Section 2.8, repurchased by the Lessees pursuant to the terms of the Transaction Documents or exchanged pursuant to a Like-Kind Exchange, would not be property of any Lessee’s estate in any Insolvency Event relating to any Lessee). As a protective measure in the event that, notwithstanding the foregoing, the conveyance of the Devices and the Customer Lease-End Rights and Obligations to the Buyer is recharacterized by any third party as a pledge securing a loan, each Lessee does hereby grant to Mobile Leasing Solutions for the benefit of Series 2 as of, (x) in the case of the Lease Closing Date Devices and Customer Lease-End Rights and Obligations in respect of the Lease Closing Date Customer Leases, the Lease Closing Date, (y) in the case of each Upgraded Device and Customer Lease-End Rights and Obligations with respect to each Upgraded Customer Lease, the Upgrade Date

12

for the related Upgraded Device and (z) in the case of each Like-Kind Exchange Device, the Like-Kind Exchange Transfer Date for such Like-Kind Exchange Device, a security interest in all of such Lessee’s now or hereafter existing right, title and interest in, to and under the Devices and the Customer Lease-End Rights and Obligations and agrees that this Agreement shall constitute a security agreement under applicable law. Each Lessee hereby authorizes the Buyer, or its respective designees (i) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Devices and the Customer Lease-End Rights and Obligations now existing or hereafter arising in the name of such Lessee and (ii) to the extent permitted by Law and the Servicing Agreement, to notify Customers of the assignment of the Devices and related Customer Lease-End Rights and Obligations pursuant hereto.

SECTION 2.7 Like-Kind Exchanges . At any time that Servicer (on behalf of the Lessee) does a Like-Kind Exchange under the relevant Customer Lease and as permitted under the Servicing Agreement, the Lessee shall be deemed to have sold to the Buyer the Device subject to the Like-Kind Exchange (“ Like-Kind Exchange Device ”) on the Like-Kind Exchange Transfer Date for such Like-Kind Exchange Device in exchange for the Related Lease Closing Date Purchase Price or, in the case of an Upgraded Device, the Related Upgrade Purchase Price, as applicable, for such Device that was or would have been payable in respect of the original Device, provided, however, the Contingent Purchase Price calculation for net disposal proceeds shall be made using the net disposal proceeds relating to the Like-Kind Exchange Device and not the original Device. Any amount payable by the Buyer in respect of the original Device shall instead be payable by the Buyer in respect of such Like-Kind Exchange Device except the Contingent Purchase Price shall be adjusted as described above. Nothing in this Section 2.7 shall operate as to require the Buyer to pay any additional amounts of Cash Purchase Price or Deferred Purchase Price on account of the Like-Kind Exchange Device that would not otherwise have been payable by the Buyer under the Transaction Documents with respect to the original Device. For the avoidance of doubt, at the time of any Like-Kind Exchange, any amounts of the Related Lease Closing Date Purchase Price (or, if the original Device was an Upgraded Device, the Related Upgrade Purchase Price) previously paid in respect of the original Device will be deemed to have been paid in respect of the Related Upgrade Purchase Price of the Like-Kind Exchange Device.

SECTION 2.8 Transfer Upon Upgrade Termination Option Payment . At any time a Device Lease for a Device is terminated pursuant to the exercise by the relevant Lessee of its Upgrade Termination Option with respect to such Device in accordance with Section 2.13(b)(ii) of the Master Lease Agreement, the transfer in Section 2.1 with respect to the related Upgraded Device will be deemed not to have occurred. For the avoidance of doubt, to the extent the Buyer has any rights, title or interest in the Upgraded Device and the Customer Lease-End Rights and Obligations in respect of the related Upgraded Customer Lease notwithstanding the preceding sentence, the Buyer shall transfer to the relevant Lessee, effective as of the Upgrade Date for such Device, all of the Buyer’s right, title and interest in and to such Upgraded Device and such Customer Lease-End Rights and Obligations. In connection with any exercise by a Lessee of its Upgrade Termination Option, the Buyer shall have the rights and obligations that it would otherwise have had with respect to the Exchanged Device without giving effect to any Upgrade Exchange.

13

SECTION 2.9 Transfer Upon Upgrade Exchange Option . Following any Upgrade Exchange of a Device during the Term of the Device Lease for such Device and if (i) the relevant Lessee has not elected the Upgrade Termination Option with respect to the Upgraded Device within the Upgrade Termination Option Period or, during the Upgrade Termination Option Period, has notified the Buyer that it waives its right to elect the Upgrade Termination Option with respect to such Upgraded Device (which notice and waiver shall be irrevocable) and (ii) the Servicer has paid to the Buyer any Upgrade Dilution with respect to such Upgrade Exchange by the Upgrade Dilution Payment Date, if applicable, in accordance with Section 2.13(b)(i) of the Master Lease Agreement (the date conditions (i) and (ii) are satisfied, the “ Upgrade Exchange Option Transfer Date ”), the Buyer shall be deemed to have transferred to the relevant Lessee on the Upgrade Exchange Option Transfer Date title to the Exchanged Device subject to the Upgrade Exchange.

SECTION 2.10 Proceeds from Sale of Exchanged Devices Exchanged Under Upgrade Exchange Option . Following any Upgrade Exchange of a Device during the Term of the Device Lease for such Device for which (i) the relevant Lessee does not elect the Upgrade Termination Option with respect to the Upgraded Device within the Upgrade Termination Option Period or, during the Upgrade Termination Option Period, has notified the Buyer that it waives its right to elect the Upgrade Termination Option with respect to such Upgraded Device (which notice and waiver shall be irrevocable) and (ii) the Servicer fails to pay the Upgrade Dilution with respect to the Upgrade Exchange by the Upgrade Dilution Payment Date, if applicable, the Buyer shall sell the Exchanged Device subject to the Upgrade Exchange and apply the Device Net Sale Proceeds or Forward Purchase Price Amount, as applicable, first, in satisfaction of any unpaid Upgrade Dilution with respect to the Upgrade Exchange and, second, any remainder, to the Lessee Representative (on behalf of the relevant Lessee).

ARTICLE III

PAYMENT OF DEFERRED PURCHASE PRICE

AMOUNT AND CONTINGENT PURCHASE PRICE

SECTION 3.1 Deferred Purchase Price Amount . The Buyer shall pay the Lessee Representative, on behalf of the Lessees, on any Settlement Date in accordance with the Waterfall, an aggregate amount (which shall not be less than zero) (the “ Deferred Purchase Price Amount ”) equal to (I)(a) the sum of (i) the aggregate Deferred Purchase Price plus (ii) the remainder of (x) the aggregate amount of Deferred Purchase Price Interest accrued to such date minus (y) the aggregate amount of Deferred Purchase Price Interest paid to the Lessees to such date minus (b) the sum of (i) the aggregate amount of Rent Payment Shortfalls to such date without duplication of any amounts deducted from the calculation of Contingent Rent Purchase Price and Net Device Losses plus (ii) the sum of all Supplemental Fixed Amounts plus (iii) the aggregate Net Device Losses to such date; provided, however, in determining the aggregate Net Device Losses the calculation shall exclude each Exchanged Device where the related Upgraded Device is sold to the Buyer pursuant to Section 2.1 minus (II) the aggregate amount paid to such date pursuant to clause (I).

SECTION 3.2 Contingent Purchase Price . On the Final Settlement Date, the Buyer shall pay the Lessee Representative, on behalf of the Lessees, in accordance with the Waterfall,

14

the Contingent Purchase Price. In the event the Buyer does not have sufficient Available Funds to pay the Contingent Purchase Price solely as a result of (i) Marketing Services Provider’s failure to timely pay to the Buyer the Device Net Sale Proceeds in accordance with the Support Services Agreement or in respect of Marketing Services Provider’s collection of Device Net Sale Proceeds occurring after the Final Settlement Date and/or (ii) Forward Purchaser’s failure to timely pay to the Buyer all amounts due and owing under the Forward Purchase Agreement (the “ Insufficient Amount ”), the Lessees hereby agree that the Contingent Purchase Price shall be reduced by the Insufficient Amount (so long as the Contingent Purchase Price shall not be less than zero after giving effect to such reduction) and the Buyer shall transfer any claim it has to the Insufficient Amount to the Lessee Representative and agrees to cooperate with Lessee Representative in connection with pursuing any claim for the Insufficient Amount as reasonably requested by Lessee Representative from time to time.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.1 Mutual Representations and Warranties . Each Lessee represents and warrants to the Buyer, and the Buyer represents and warrants to the Lessees, as of the Lease Closing Date, as follows:

(a) Power and Authority; Due Authorization . It (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity and (B) carry out the terms of and perform its obligations under the Transaction Documents applicable to it and (ii) has duly authorized by all necessary corporate or limited liability company action, as applicable, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.

(b) Binding Obligations . This Agreement constitutes, and each other Transaction Document to be signed by such party when duly executed and delivered by it will constitute, a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c) No Violation . The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the performance by it of the terms hereof and thereof will not (i) violate or result in a default under (A) its articles or certificate of incorporation, memorandum and articles of association, by-laws, certificate of formation, limited liability company agreement, or other organizational documents, as applicable, or (B) any material indenture or other material agreement or instrument binding on it, (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or instrument except for any Lien that could not reasonably be expected to have a Material Adverse Effect or arising under the Transaction Documents, or (iii) violate in any material respect any Law applicable to it or any of its properties.

15

(d) Bulk Sales Act . No transaction contemplated hereby requires compliance by it with any bulk sales act or similar Law.

(e) No Proceedings . There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to its Knowledge, threatened against or affecting it (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents, or (iii) that otherwise involve this Agreement or any other Transaction Document to which it is a party.

(f) Governmental Approvals . No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for its due execution, delivery and performance of this Agreement or any other Transaction Document to which it is a party or the transactions contemplated hereby or thereby, except, as applicable, for the filing of UCC financing statements required under the Transaction Documents and filings with the Securities Exchange Commission to the extent required by applicable Law.

SECTION 4.2 Additional Representations and Warranties of the Lessees . Each Lessee represents and warrants to the Buyer (i) as of the Cutoff Date, (ii) as of the Lease Closing Date, (iii) as of each Upgrade Date, and (iv) as of each Like-Kind Exchange Transfer Date, provided, however, (a) in the case of clause (i), each Lessee only makes the representation and warranty in Section 4.2(k) and only in respect of the Lease Closing Date Devices and Lease Closing Date Customer Leases, (b) in the case of clause (ii), each Lessee does not make the representation in Section 4.2(k), (c) in the case of clause (iii), each Lessee makes the representations and warranties in Section 4.2(c), (e), (k) and (l) only with respect to the Upgraded Devices and related Upgraded Customer Leases transferred pursuant to Section 2.1 as of the applicable Upgrade Date and makes the representations and warranties in Sections 4.2(f) and (j) and (d) in the case of clause (iv), each Lessee only makes the representation and warranty in Section 4.2(k)(i) and only in respect of the Like-Kind Exchange Device transferred as of the applicable Like-Kind Exchange Transfer Date, as follows:

(a) Organization and Good Standing . It has been duly organized or incorporated in, and is validly existing as a corporation, exempted company or limited liability company, as applicable, in good standing under the Laws of its jurisdiction of organization or incorporation (where applicable), with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and will be conducted, except to the extent that such failure could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Due Qualification . It is duly qualified to do business as a foreign organization in good standing, if applicable, and has obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to be in good standing or to hold any such qualifications, licenses and approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

16

(c) Valid Sale . This Agreement constitutes an absolute and irrevocable valid sale of the Devices and the Customer Lease-End Rights and Obligations to the Buyer.

(d) Use of Proceeds . The use of all funds obtained by it under this Agreement will not conflict with or contravene any of Regulations T, U and X promulgated by the Board of Governors of the Federal Reserve System.

(e) Quality of Title . At the time of its sale to the Buyer hereunder, each Device and the Customer Lease-End Rights and Obligations in respect of each Related Customer Lease, is owned by it free and clear of any Adverse Claim (other than Permitted Device Liens); when the Buyer purchases such Devices and Customer Lease-End Rights and Obligations, the Buyer shall have acquired them for fair consideration and reasonably equivalent value, free and clear of any Adverse Claims (other than Permitted Device Liens) and no valid effective financing statement or other instrument similar in effect covering any Device and any Customer Lease-End Rights and Obligations is on file in any recording office, except such as may be filed (i) in favor of the relevant Lessee in accordance with the First Step Transfer Agreement or any other Transaction Document (and assigned to Mobile Leasing Solutions for the benefit of Series 2 and further assigned to the Collateral Agent) or (ii) in connection with any Permitted Device Lien.

(f) UCC Details . Its true legal name as registered in the sole jurisdiction in which it is organized and the jurisdiction of such organization are specified in Schedule IV and its chief executive office is at the address specified in Schedule IV (or at such other location notified to the Buyer and Collateral Agent). Except as described in Schedule IV , it has never had any trade names, fictitious names, assumed names or “doing business as” names and is “located” in the jurisdiction specified in Schedule IV for purposes of Section 9-307 of the UCC. It is organized in only a single jurisdiction.

(g) Adverse Change . Since the date of their formation, there has been no change in the financial condition, business or prospects of the Lessees, taken as a whole, that could reasonably be expected to result in a Material Adverse Effect.

(h) Investment Company Act . It is not an “investment company” under (and as defined in) the Investment Company Act.

(i) Tax Returns and Payments . It has filed all federal income tax returns and all other material tax returns that are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment received by it, except (i) for any such taxes or assessments, if any, that are being appropriately contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. No tax lien has been filed, and, to its Knowledge, no claim is being asserted, with respect to any such tax or assessment that could reasonably be expected to result in a Material Adverse Effect.

(j) No Sanctions . It is not a Sanctioned Person. To its knowledge after due inquiry, no Customer was a Sanctioned Person at the time of the relevant Originator’s entry into any Related Customer Lease with such Customer. It and its Affiliates: (i) have less than 15% of

17

their assets in Sanctioned Countries and (ii) derive less than 15% of their operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries. Neither it nor any of its Affiliates engages in activities related to Sanctioned Countries, except for such activities as are (A) specifically or generally licensed by OFAC or (B) otherwise in compliance with OFAC’s sanctions regulations.

(k) Eligible Devices and Related Customer Leases . (i) Each Device is an Eligible Device and (ii) each Related Customer Lease is an Eligible Lease.

(l) Customer Leases and Upgrade Policy . No Customer has a contractual right under its Related Customer Lease with respect to a Device to have payments under such Related Customer Lease waived at the time of a Customer Upgrade or otherwise, and no Sprint Party (other than the Lessee that is lessor under such Related Customer Lease or the Servicer acting on behalf of such Lessee in accordance with the Servicing Agreement) has the right to waive any payments under such Related Customer Lease.

SECTION 4.3 Additional Representations and Warranties of the Buyer . The Buyer represents and warrants to the Lessees as of Lease Closing Date and, in the case of Section 4.3(c), as of each Upgrade Date as follows:

(a) Organization and Good Standing . (i) Mobile Leasing Solutions is a limited liability company duly constituted, validly existing as a limited liability company and in good standing under the Laws of its jurisdiction of organization, (ii) Series 2 is a series of Mobile Leasing Solutions duly constituted and validly existing under the Laws of its jurisdiction of organization and (iii) the Buyer has the limited liability company power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and will be conducted, except to the extent that such failure could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Due Qualification . Mobile Leasing Solutions is duly qualified to do business as a foreign organization in good standing, if applicable, and has obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to be in good standing or to hold any such qualifications, licenses and approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) Investment Company Act . It is not an “investment company” under (and as defined in) the Investment Company Act.

ARTICLE V

GENERAL COVENANTS

SECTION 5.1 Mutual Covenants . At all times from the Lease Closing Date to the Final Settlement Date, each Lessee and the Buyer shall:

(a) Compliance with Laws, etc . Comply with all applicable Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

18

(b) Preservation of Existence . Except as expressly permitted by Sections 5.2(h) or 5.2(i) with respect to the Lessees, preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing in each jurisdiction where the failure to qualify or preserve and maintain such existence, rights, franchises, privileges and qualification could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) Tax .

(i) Agree for all U.S. federal, state and local income tax purposes, (x) to treat the Cash Purchase Price paid hereunder as amounts loaned by the Buyer for which the Devices transferred hereunder provide security, and to treat the Rental Payments payable to the Buyer under the Device Leases as payments on such indebtedness owed to the Buyer, (y) to treat any proceeds from any sale of a Device and any Excess Rental Payments as income of the Lessees, with the Buyer retaining the related cash only to secure payment of amounts due under such indebtedness and (z) not to treat the Buyer as the owner of the Devices, unless, after the Lease Closing Date, a Change in Law occurs and, as confirmed by an Opinion of Counsel and after consultation in good faith with the other Parties and their respective tax advisors, there is no substantial authority, within the meaning of Section 6662 of the Code, for such treatment, or there is a Final Determination of such treatment.

(ii) The Parties acknowledge that the Buyer has entered into the Tax Services Agreement with the Servicer and Sprint, which will govern responsibility for filing any Tax Returns and paying any Taxes that are due with respect to any payment made or any transfer of Devices or Customer Lease-End Rights and Obligations hereunder. All payments made, or deemed made, pursuant to this Agreement shall be made free and clear of, and without deduction for, any Taxes except to the extent required by applicable Law. The Parties do not expect payments made pursuant to this Agreement to be subject to withholding or other deduction of Taxes. Prior to withholding any Taxes from any payment hereunder, the Buyer and the Lessee Representative shall consult in good faith as to the withholding to be made; and

(iii) The transactions contemplated by this Agreement are intended to be treated for sales and use tax purposes as a financing (so that transfers of Devices hereunder are not taxable sales) and if not so treated each transfer of the Devices contemplated hereunder is intended to be an exempt sale for resale for such purposes as the purchaser or transferee intends to re-sell or lease each Device in the same form or condition in which it was purchased to others in the normal course of the purchaser or transferee’s business. The Parties will cooperate to take all steps to timely prepare and secure any exemption certificate, resale certificate or similar documentation requested or required by any jurisdiction for purposes of qualifying for or documenting any such exemption.

19

SECTION 5.2 Additional Covenants of the Lessees . At all times from the Lease Closing Date to the Final Settlement Date, each Lessee shall:

(a) Evidence of Purchase . Maintain its records (other than accounting records) to evidence that as of (x) in the case of the Lease Closing Date Devices and Lease Closing Date Customer Leases, the Lease Closing Date, (y) in the case of each Upgraded Device and Upgraded Customer Lease, the Upgrade Date for such Upgraded Device (after giving effect to the Upgrade Exchange on such Upgrade Date) and (z) in the case of each Like-Kind Exchange Device, the date the Like-Kind Exchange for such Like-Kind Exchange Device occurs, the relevant Devices and relevant Related Customer Leases (other than Devices and Related Customer Lease-End Rights and Obligations deemed not to have been sold by a Lessee pursuant to Section 2.8 in connection with such Lessee’s exercise of its Upgrade Termination Option) have been irrevocably transferred to the Buyer as in accordance with this Agreement.

(b) Keeping of Records and Books of Account; Delivery . Maintain and implement, or cause to be maintained and implemented, administrative and operating procedures (including an ability to recreate records evidencing the Devices and the Related Customer Leases in the event of the destruction of the originals thereof, backing up on at least a daily basis on a separate backup computer from which electronic file copies can be readily produced and distributed to third parties being agreed to suffice for this purpose), and keep and maintain, or cause to be kept and maintained (or transferred to Servicer), all documents, books, records and other information necessary or advisable for the collection of all Collections in respect of all Devices and the Related Customer Leases.

(c) Location of Records . Keep its chief executive office and principal place of business at the address of such Lessee referred to in Schedule IV or, upon thirty (30) days’ prior written notice to the Collateral Agent and the Buyer, at such other locations in jurisdictions where all action required under the Master Lease Agreement shall have been taken and completed.

(d) PATRIOT ACT Information . Promptly following a request therefor, provide any documentation or other information that the Buyer or any of its assignees under the Transaction Documents reasonably requests in order to comply with its ongoing obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

(e) Continuation Statements . Authorize and deliver and file or cause to be filed appropriate continuation statements not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Lease Closing Date or any other financing statement filed pursuant to this Agreement, in each case naming such Lessee as debtor, if the Final Settlement Date shall not have occurred.

(f) Further Assurances. From time to time, at its expense, promptly execute and deliver all further instruments and documents, and take all further action that the Buyer or any of its assignees under the Transaction Documents may reasonably request in order to perfect, protect or more fully evidence the purchases, sales and assignments and security interests hereunder, or to enable the Buyer or any such assignee to exercise or enforce any of their

20

respective rights with respect to the Devices and the Related Customer Leases. Without limiting the generality of the foregoing, each Lessee will upon the request of the Buyer or any of its assignees under the Transaction Documents authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate.

(g) Tax Matters . Pay and discharge, or cause the payment and discharge of, all federal income taxes (and all other material taxes) of such Lessee when due and payable, except (x) such as may be paid thereafter without penalty, (y) such as may be contested in good faith by appropriate proceedings and for which an adequate reserve has been established and is maintained in accordance with GAAP or (z) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(h) Mergers, Sales, etc . Not consolidate or merge with or into any other Person or sell, lease or transfer all or substantially any portion of its property and assets, or agree to do any of the foregoing, unless (i) the Buyer shall have received 30 days’ prior notice thereof, (ii) no Lease Event of Default or Lease Default has occurred and is continuing or would result immediately after giving effect thereto, (iii) the Buyer shall have consented in writing thereto, if the resulting entity following such merger, consolidation or other restructuring is any Person other than a Lessee, (iv) Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to the Buyer, that its obligations under the Sprint Guarantee and the Performance Support Agreement shall apply to the surviving entity and (v) the Buyer receives such additional certifications and opinions of counsel as it shall reasonably request.

(i) Change in Organization, etc . Not change its jurisdiction of organization or incorporation or its name, identity or corporate organization structure or make any other change such that (i) any financing statement filed or other action taken to perfect the Buyer’s interests hereunder would become seriously misleading or would otherwise be rendered ineffective unless such Lessee shall have given the Buyer and the Collateral Agent not less than 30 days’ prior written notice of such change or (ii) it would no longer be a special purpose entity or would result in a violation of its corporate separateness covenants in Section 6.1.

(j) Customer Upgrades . Not terminate or waive any payments under a Related Customer Lease in connection with a Customer Upgrade during the Term of a Device Lease for a Device unless, simultaneously with the Customer Upgrade, the Upgraded Device and Upgraded Customer Lease are contributed in accordance with the First Step Transfer Agreement, and the Upgraded Device and the Customer-Lease End Rights and Obligations with respect to the Upgraded Customer Lease are transferred to the Buyer pursuant to this Agreement.

(k) Assigned Lease Upgrade Policy Provision . Not amend or otherwise modify (or permit to be amended or otherwise modified) the Assigned Lease Upgrade Policy Provision, for any Device subject to a Customer Lease during the Term of a Device Lease for such Device, including any modification to any portion of the Upgrade Policy that has the effect of modifying the Assigned Lease Upgrade Policy Provision unless otherwise consented to by Buyer and Collateral Agent (such consent not to be unreasonably withheld or delayed).

21

SECTION 5.3 Additional Covenants of the Buyer . At all times from the Lease Closing Date to the Final Settlement Date, the Buyer shall:

(a) Notices . Promptly (but in any event within three (3) Business Day after obtaining Knowledge thereof) notify the Lessee Representative of the existence of any Default or Event of Default (or the equivalent thereof) under and as defined in the applicable Financing Documents describing with particularity the nature of such event.

(b) Books and Records . Maintain proper books of record and account, in which full, true and correct entries in conformity with tax-based accounting consistently applied will be made of all financial transactions and matters involving the assets and business of the Buyer.

(c) Inspection Rights . Permit representatives and independent contractors of the Lessees, at their own expense, to visit and inspect any of its offices, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers having direct knowledge or responsibility of the subject matter in order to confirm the Buyer’s performance of its obligations under this Agreement, provided, however, that such visits, inspections or examinations will be made at a reasonable time during normal business hours with due regard for, and minimal disruption of, the business of the Buyer, and will not (a) occur more frequently than once in any 12-month period and (b) be made without five (5) Business Days’ prior written notice. For the avoidance of doubt, nothing in this Section 5.3(c) shall permit any representative or independent contractor of any Lessee to make any such visits, inspections or examinations in respect of the corporate, financial and operating records or the affairs, finances and accounts of any Series of Mobile Leasing Solutions other than Series 2 thereof.

(d) Enforcement of Support Services Agreement . Promptly enforce the obligations of Marketing Services Provider under the Support Services Agreement to cause the resale of Devices in accordance with the Support Services Agreement and the deposit of proceeds in respect thereof, in accordance with the terms of such agreement and the other Transaction Documents.

(e) Replacement of Logistics Services Provider and/or Marketing Services Provider . If a termination event has occurred and is continuing under Section 10.1 of the Support Services Agreement, upon one (1) Business Day prior written notice of any Sprint Party to the Buyer requesting termination of the Support Services Agreement, deliver written notice to the Logistics Services Provider and Marketing Services Provider terminating the Support Services Agreement.

(f) Fair Market Value under Customer Leases for Devices . Promptly (and in no event later than one (1) Business Day) after request by any Sprint Party, provide such Sprint Party with the fair market value in relation to a Customer’s purchase option of a Device under a Related Customer Lease for any period after the relevant Customer Lease Term, provided, however, the Buyer’s determination of the fair market value of such Device shall be the higher of (x) the Secondary Market Value of such Device on the basis that such Device is a Grade B Device and (y) the fair market value of such Device determined by the relevant Sprint Party acting reasonably provided in writing by a Sprint Party to the Buyer at the time of or prior to any Sprint Party’s request under this Section 5.3(f).

22

(g) Customer Upgrades after Term of a Device Lease . At any time any Sprint Party performs a Customer Upgrade of a Device after the Term of the Device Lease for such Device, on the Upgrade Date, automatically authorize the Servicer in accordance with Section 2.7(f) of the Servicing Agreement to terminate the Related Customer Lease with respect to the Exchanged Device and waive all remaining Customer Receivables with respect to such Customer Lease.

(h) [Reserved].

(i) [Reserved].

(j) [Reserved].

(k) Special Purpose Entity/Bankruptcy Remoteness . Comply with the special purpose entity and bankruptcy remoteness provisions set forth in Schedule V.

(l) Indebtedness Covenant . Except for Debt incurred in respect of the Transaction, not create, incur, assume, guarantee, permit to exist or otherwise become directly or indirectly liable for or in respect of any Debt or other obligation or purchase any asset (whether or not pursued for gain or other pecuniary advantage), except in accordance with or as permitted by the Transaction Documents.

(m) Liens . Not create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than Buyer Permitted Liens.

(n) Application of Collections . Not declare or make or permit any other Person to declare or make, directly or indirectly, any payment or distribution of cash constituting Collections or Rental Payments other than in accordance with the Waterfall or Section 2.9 of the MLS Intercreditor Agreement.

(o) Amendment or Waiver of Transaction Documents . Not cause, consent to, or permit, any termination, modification, amendment, variance or waiver of timely compliance with any term or condition of any of the Transaction Documents (other than the Sprint Transaction Documents) without (i) first providing five (5) Business Days’ prior notice to the Lessee Representative along with a copy of or the terms of the proposed modification, amendment, variance or waiver and (ii) in the case of any modification, amendment, variance or waiver that would reasonably be expected to be materially adverse to any Sprint Party (provided, that any modification or amendment intended to facilitate a Permitted Additional Tranche shall not be deemed to be materially adverse to any Sprint Party solely because such Permitted Additional Tranche is intended to provide financing to a mobile telephony carrier other than a Sprint Party) first obtaining the prior written consent of the Lessee Representative; provided, however, the Buyer shall promptly provide the Lessee Representative with a copy of any such modification, amendment, variance or waiver.

(p) Actions Under Related Customer Leases . Not take enforcement actions or exercise remedies or take any other action under the Related Customer Leases other than through the Servicer.

23

(q) Information . Provide and cause Marketing Services Provider to provide (i) to the Servicer all data and other information necessary to permit the Servicer to prepare and deliver each Servicer Report in accordance with and at the times required under the Servicing Agreement and (ii) such other data and information reasonably available to such parties and reasonably requested by any Sprint Party in connection with performing its obligations under the Transaction Documents; provided, however, MLS shall have no obligation to provide any data or information from Marketing Services Provider that MLS does not receive from Marketing Services Provider or is not permitted to be provided to a Sprint Party by Marketing Services Provider.

(r) Further Assurances . From time to time, at the expense of the Lessees, promptly execute and deliver all further instruments and documents, and take all further action that the Lessee Representative may reasonably request, in order to perfect, protect or more fully evidence the purchases, sales and assignments and security interests hereunder or under the other Transaction Documents, or to enable the Lessees or any Affiliate thereof to exercise or enforce any of their respective rights hereunder and under the other Transaction Documents. Without limiting the generality of the foregoing, the Buyer will upon the request of the Lessee Representative authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, and take such other actions, as may be necessary or appropriate to perfect and protect any Liens granted by the Buyer to the Lessees.

ARTICLE VI

CORPORATE SEPARATENESS

SECTION 6.1 Corporate Separateness . Each Lessee hereby acknowledges that the Buyer is entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon each Lessee’s identity as a legal entity separate from Guarantor, the Servicer, the Originators and their respective Affiliates. In addition to and consistent with the other covenants set forth herein, each Lessee shall take such actions as shall be required in order that:

(a) Special Purpose Entity . Each Lessee will be a special purpose limited liability company whose primary activities are restricted in its memorandum and articles of association to: (i) acquiring, owning, holding or selling interests in (x) the Devices and Related Customer Leases in accordance with the Transaction Documents and (y) any wireless mobile devices and related customer leases in accordance with any Lessee Permitted Additional Tranche Transaction Documents, (ii) granting security interests in (x) the Devices, the Related Customer Leases and any of its other assets in respect of which a security interest is required to be granted by it under the Transaction Documents and (y) any wireless mobile devices, related customer leases and any of its other assets in respect of which a security interest is required to be granted by it under any Lessee Permitted Additional Tranche Transaction Documents, (iii) entering into and exercising its rights and performing its obligations under (x) the Related Customer Leases and the other Transaction Documents and (y) any customer lease subject to a Lessee Permitted Additional Tranche to which it is a party and any other Lessee Permitted Additional Tranche Transaction Document to which it is a party, (iv) acting as (x) lessor under Related Customer Leases and any

24

other customer leases subject to any Lessee Permitted Additional Tranche to which it is a party and (y) lessee under the Device Leases and any other device leases subject to any Lessee Permitted Additional Tranche to which it is a party, (v) receiving amounts due to it under the Transaction Documents and any Lessee Permitted Additional Tranche Transaction Document and declaring and paying dividends and distributions to its Related Originator from such amounts, (vi) paying amounts due by it under the Transaction Documents and any Lessee Permitted Additional Tranche Transaction Document and (vii) conducting such other activities as it deems necessary or appropriate to carry out the primary activities described above or as otherwise contemplated by the Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document.

(b) Commingling . Except as otherwise expressly permitted by the Originator Intercreditor Agreement, no Lessee shall commingle any of its assets or funds with those of any of its Affiliates (other than any other Lessee);

(c) Independent Director . At least one member of each Lessee’s board of directors shall be an Independent Director and the memorandum and articles of association of such Lessee shall provide: (i) for the same definition of “Independent Director” as used herein, (ii) that such Lessee’s board of directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to such Lessee unless the Independent Director shall approve the taking of such action in writing before the taking of such action and (iii) that the provisions required by clauses (i)  and (ii)  of this sentence cannot be amended (x) except in accordance with this Agreement and (y) without the prior written consent of the Independent Director and the Buyer;

(d) Corporate Formalities . Each Lessee will strictly observe corporate formalities in its dealings with the Servicer, the Originators and any Affiliates thereof (other than any other Lessee). Except as permitted under the Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document, the Lessees shall not maintain joint bank accounts or other depository accounts to which the Servicer, the Originators and any Affiliates (other than any other Lessee) thereof has independent access, other than the Servicer’s right to access such accounts in accordance with the Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document. Each Lessee shall procure that its Related Originator maintain such Lessee’s memorandum and articles of association and other organizational documents in conformity with this Agreement;

(e) Conduct of Business . Each Lessee shall conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding all regular and special members’ and board of directors’ (or managers’) meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts;

(f) No Other Business or Debt . No Lessee shall engage in any business or activity except as set forth in the Transaction Documents to which it is a party or any Lessee Permitted Additional Tranche Transaction Document to which it is a party nor incur any indebtedness or liability other than as expressly permitted by the Transaction Documents to which it is a party or any Lessee Permitted Additional Tranche Transaction Document to which it is a party.

25

(g) Books and Records . Each Lessee’s books and records will be maintained separately from those of the Servicer, the Originators and any of their Affiliates (other than any other Lessee) and in a manner such that it will not be difficult or costly to segregate, ascertain or otherwise identify the assets and liabilities of such Lessee from the assets and liabilities of the Servicer, the Originators and any of their Affiliates (other than any other Lessee);

(h) Operating Expenses . Each Lessee’s operating expenses will not be borne by the Servicer, any Originator or any of their Affiliates (other than any other Lessee), except to the extent paid from capital contributions from its equity holders or as expressly contemplated by the Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document.

(i) Disclosure of Transactions . All financial statements of the Servicer, the Originators, and any of their Affiliates that are consolidated to include any Lessee will disclose that (i) such Lessee’s sole business consists of the purchase or acceptance through capital contributions of wireless mobile devices and related customer leases from its Related Originator, the subsequent retransfer to the Buyer of or granting of a security interest to Mobile Leasing Solutions for the benefit of Series 2 in such devices and certain rights and obligations under the related customer leases, the subsequent lease back of such devices from the Buyer, and performing its obligations under (x) the Related Customer Leases and the other Transaction Documents to which it is a party and (y) any other customer lease subject to a Lessee Permitted Additional Tranche to which it is a party and Lessee Permitted Additional Tranche Transaction Document to which it is a party, (ii) such Lessee is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the Lessee’s assets prior to any assets or value in the Lessee becoming available to the Lessee’s equity holders and (iii) the assets of the Lessee are not available to pay creditors of the Servicer, any Originator or any Affiliate thereof (other than any other Lessee);

(j) Arm’s-Length Relationships . Each Lessee shall maintain an arm’s-length relationship with the Servicer, each Originator, and its other Affiliates (other than the other Lessees). Except as expressly contemplated by the Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document, no Lessee, on the one hand, or the Servicer, any Originator, or any of its other Affiliates, on the other hand, will be or will hold itself out to be responsible for the debts of the other (other than any other Lessee) or the decisions or actions respecting the daily business and affairs of the other. Each Lessee, the Servicer, any Originators, and the Lessee’s other Affiliates will immediately correct any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealings with any other entity (other than among the Lessee);

(k) Allocation of Overhead . To the extent that any Lessee, on the one hand, and the Servicer, any Originator or any Affiliate thereof, on the other hand, have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and such Lessee shall bear its fair share of such expenses, which may be paid through the Servicing Fee or otherwise;

26

(l) Identification . Each Lessee shall at all times hold itself out to the public under such Lessee’s own name as a legal entity separate and distinct from its equity holders, members, managers, the Servicer, any Originator or any Affiliate thereof (other than any other Lessee);

(m) Capital . Each Lessee shall maintain adequate capital in light of its contemplated business operations;

(n) Additional Agreements . Each Lessee also agrees that:

(i) no Lessee shall issue any security of any kind except certificates evidencing equity interests issued to its Related Originator in connection with its formation, or incur, assume, guarantee or otherwise become directly or indirectly liable for or in respect of any obligation other than (i) such Lessee’s liability for obligations under the Transaction Documents and any Lessee Permitted Additional Tranche Transaction Document to which it is a party, (ii) as otherwise expressly permitted or contemplated by the Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document to which it is a party and (iii) ordinary course operating expenses;

(ii) no Lessee shall sell, pledge or dispose of any of its assets, except as permitted by, or as provided in, the Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document to which it is a party;

(iii) no Lessee shall purchase any asset (or make any investment, by share purchase, loan or otherwise) except as specifically permitted by, or as provided in, the Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document to which it is a party;

(iv) no Lessee shall make any payment, directly or indirectly, to, or for the account or benefit of, any owner of any security interest or equity interest in such Lessee or any Affiliate of any such owner (except, in each case, as expressly permitted by, or as provided in, the Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document to which it is a party);

(v) no Lessee shall make, declare or otherwise commence or become obligated in respect of, any dividend, stock or other security redemption or purchase from, or any distribution or other payment to, or for the account or benefit of, any owner of any equity interest in such Lessee or any Affiliate of any such owner other than from funds received by it under Transaction Documents or Lessee Permitted Additional Tranche Transaction Documents to which it is a party and so long as, in any case, the result would not directly or indirectly cause such Lessee to be considered insolvent;

(vi) No Lessee shall have any employees; and

(vii) Each Lessee will provide for not less than ten (10) Business Days’ prior written notice to the Buyer of any removal, replacement or appointment of any director that is currently serving or is proposed to be appointed as an Independent Director of such Lessee, such notice to include the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements for an Independent Director set forth in this Agreement and the memorandum and articles of association of such Lessee.

27

ARTICLE VII

INVESTMENT COMPANY ACT PROVISIONS

SECTION 7.1 Representations and Agreements of the Lessees . Each Lessee makes the representations and warranties in Section 7.1(a), (c), (d), (e) and (f) to the Buyer as of the Lease Closing Date and as of each Upgrade Date and makes the agreements in Section 7.1(b) and (f) from the Lease Closing Date to the Final Settlement Date.

(a) Assuming the correctness of the representations and agreements of the Buyer in Section 7.2, each Lessee represents that it is a Qualified Purchaser.

(b) Each Lessee understands and agrees that, if in the future it decides to sell, transfer, assign, pledge or otherwise dispose of in whole or in part (each, a “ Transfer ”) its interest in the Deferred Purchase Price Amount or the Contingent Purchase Price (collectively, the “ Buyer Obligations ”), such Lessee will only Transfer such Buyer Obligations to a Qualified Purchaser (it being understood and agreed that any subsequent Transfers of such Buyer Obligations shall only be made to a Qualified Purchaser).

(c) Each Lessee is acquiring the Buyer Obligations for its own account, for investment purposes only and not with a view to distribute or resell such Buyer Obligations in whole or in part.

(d) Each Lessee was offered the Buyer Obligations through private negotiations, not through any general solicitation or general advertising, or through any solicitation by a person not previously known to such Lessee in connection with investments generally.

(e) Each Lessee has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Buyer Obligations and is able to bear such risks, and has obtained, in its judgment, sufficient information from the Buyer or its authorized representatives to evaluate the merits and risks of such investment. Each Lessee has evaluated the risks of investing in the Buyer Obligations and has determined that the Buyer Obligations is a suitable investment for it. Each Lessee can afford a complete loss of the investment in the Buyer Obligations and can afford to hold the investment in the Buyer Obligations for an indefinite period of time.

(f) Assuming the correctness of the representations and agreements of the Buyer in Section 7.2, if any Lessee would be an “investment company” under the Investment Company Act but for the exceptions provided by section 3(c)(1) or 3(c)(7) thereof, then it hereby: (i) represents and warrants that it has obtained the consent to its treatment as a Qualified Purchaser from the appropriate beneficial owners of its securities in accordance with the requirements of Section 2(a)(51)(C) of, and Rule 2a51-2 promulgated under, the Investment Company Act; (ii) consents to the treatment of the Buyer as a Qualified Purchaser; and (iii) represents and warrants that it has obtained the consent to such treatment from the appropriate beneficial owners of its securities in accordance with the requirements of Section 2(a)(51)(C) of, and Rule 2a51-2 promulgated under, the Investment Company Act.

28

SECTION 7.2 Representations and Agreements of the Buyer . The Buyer makes the representations and warranties in Section 7.2(a), (c), (d), (e) and (f) to the Lessees as of the Lease Closing Date and as of each Upgrade Date and makes the agreements in Section 7.2(b) and (f) from the Lease Closing Date to the Final Settlement Date.

(a) Assuming the correctness of the representations and agreements of the Lessees in Section 7.1, the Buyer represents that it is a Qualified Purchaser.

(b) The Buyer understands and agrees that, if in the future it decides to Transfer any Device Lease, the Buyer will only Transfer such Device Lease to a Qualified Purchaser (it being understood and agreed that any subsequent Transfers of such Device Lease shall only be made to a Qualified Purchaser).

(c) The Buyer is acquiring the Device Leases for its own account, for investment purposes only and not with a view to distribute or resell such Device Leases in whole or in part.

(d) The Buyer was offered the Device Leases through private negotiations, not through any general solicitation or general advertising, or through any solicitation by a person not previously known to the Buyer in connection with investments generally.

(e) The Buyer has such knowledge and experience in financial and business matters that the Buyer is capable of evaluating the merits and risks of its investment in the Device Leases and is able to bear such risks, and has obtained, in the Buyer’s judgment, sufficient information from the Lessees or their authorized representatives to evaluate the merits and risks of such investment. The Buyer has evaluated the risks of investing in the Device Leases and has determined that the Device Leases are a suitable investment for the Buyer. The Buyer can afford a complete loss of the investment in the Device Leases and can afford to hold the investment in the Device Leases for an indefinite period of time.

(f) Assuming the correctness of the representations and agreements of the Lessees in Section 7.1 and that the Senior Loan Lenders and the Senior Subordinated Loan Creditors have obtained and given the consents described in this Section 7.2(f) to the extent applicable to such Senior Loan Lenders and such Senior Subordinated Loan Creditors for purposes of this Section 7.2(f), if the Buyer would be an “investment company” under the Investment Company Act but for the exceptions provided by section 3(c)(1) or 3(c)(7) thereof, then the Buyer hereby: (i) represents and warrants that it has obtained the consent to its treatment as a Qualified Purchaser from the appropriate beneficial owners of its securities in accordance with the requirements of Section 2(a)(51)(C) of, and Rule 2a51-2 promulgated under, the Investment Company Act; (ii) consents to the treatment of the Lessees as Qualified Purchasers; and (iii) represents and warrants that it has obtained the consent to such treatment from the appropriate beneficial owners of its securities in accordance with the requirements of Section 2(a)(51)(C) of, and Rule 2a51-2 promulgated under, the Investment Company Act.

29

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1 Amendments, etc. No amendment or waiver of any provision of this Agreement or consent to any departure by any Lessee therefrom shall in any event be effective unless the same shall be in writing and signed by the Buyer and the Lessee Representative and, if such amendment or waiver affects the obligations of Guarantor or any of its Affiliates (other than the Lessees), Guarantor consents in writing thereto, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 8.2 No Waiver; Remedies . No failure on the part of the Buyer or any Lessee to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by Law.

SECTION 8.3 Notices, Etc. The provisions of Section 21 of the MLS Intercreditor Agreement shall apply as if fully set forth herein.

SECTION 8.4 Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Each Lessee acknowledges that the Buyer’s rights under this Agreement may be assigned as collateral to the Collateral Agent for the benefit of the Finance Parties, and Lessees consent to such assignment; provided that such assignment shall neither release the Buyer from the performance of its obligations under this Agreement nor impair any Lessee’s rights under this Agreement. The parties hereto agree that the Collateral Agent (and any of its assignees) is an intended third-party beneficiary of this Agreement and is entitled to enforce the rights of the Buyer arising hereunder.

SECTION 8.5 Survival . The rights and remedies with respect to any breach of any representation and warranty made by any Lessee or the Buyer pursuant to Article IV and the provisions of Sections 8.4 , 8.5 , 8.6 , 8.8 , 8.9 , 8.10 , 8.11 , 8.12 and 8.14 shall survive any termination of this Agreement.

SECTION 8.6 Costs and Expenses . Each party agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses incurred by the other party in connection with the negotiation, preparation, execution and delivery of any amendment of or consent or waiver under this Agreement (whether or not consummated) requested by such party, or the enforcement of, or any actual or reasonably claimed breach of, this Agreement, including reasonable and documented accountants’, auditors’, consultants’ and attorneys’ fees and expenses to any of such Persons and the reasonable and documented fees and charges of any independent accountants, auditors, consultants or other agents incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under this Agreement in connection with any of the foregoing.

30

SECTION 8.7 Execution in Counterparts; Integration . This Agreement may be executed in any number of counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Executed counterparts may be delivered electronically. This Agreement, together with the other Transaction Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

SECTION 8.8 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF).

SECTION 8.9 Waiver of Jury Trial . EACH LESSEE AND THE BUYER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY.

SECTION 8.10 Consent to Jurisdiction; Waiver of Immunities . EACH LESSEE AND THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT:

(a) IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

(b) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.

31

SECTION 8.11 Confidentiality . Each party hereto agrees to comply with, and be bound by, the confidentiality provisions of Section 20 of the MLS Intercreditor Agreement as if they were set forth herein.

SECTION 8.12 No Proceedings . The provisions of Section 24.2 of the MLS Intercreditor Agreement shall apply as if fully set forth herein.

SECTION 8.13 Severability . Any provisions of this Agreement that are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 8.14 Lessee Representative .

(a) Each Lessee hereby irrevocably appoints and constitutes SLV-III LLC (“ Lessee Representative ”) as its agent and attorney-in-fact to (i) provide all notices and instructions to be given by the Lessees or any thereof under this Agreement and the other Transaction Documents (and any notice or instruction provided by Lessee Representative shall be deemed to be given by the applicable Lessee and shall bind such Lessee), (ii) receive notices and instructions to be given to the Lessees or any thereof under this Agreement and the other Transaction Documents (and any notice or instruction provided to the Lessee Representative shall be deemed to have been given to the applicable Lessee), (iii) make payments required to be paid by the Lessees or any thereof under this Agreement and the other Transaction Documents (and any payment made by Lessee Representative shall be deemed to be paid by the applicable Lessee), (iv) receive payments and disbursements to be made to the Lessees or any thereof under this Agreement and the other Transaction Documents (and any payment made to Lessee Representative shall be deemed to be paid to the applicable Lessee), (v) grant any security interest required to be granted by any Lessee under the Transaction Documents, including any security interest in the Servicer Collection Accounts, and execute and deliver any deposit account control agreement with respect to any such security interest granted by a Lessee in the Servicer Collection Accounts or other deposit accounts in the name of any Lessee, (vi) take any such action on behalf of the Lessees as the Lessee Representative deems appropriate to effectuate the sale and leaseback arrangements contemplated under the Transaction Documents and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Transaction Documents (and any action by Lessee Representative shall be deemed to be made by the applicable Lessee and shall bind such Lessee) and (vii) execute and deliver any amendments, consents, waivers or other instruments related to this Agreement and the other Transaction Documents on behalf of the other Lessees (and any such amendment, consent, waiver or other instrument shall be binding upon and enforceable against each other Lessee to the same extent as if made directly by such Lessee).

(b) Lessee Representative hereby accepts the appointment by the Lessees to act as the agent and attorney-in-fact of the Lessees pursuant to this Section 8.14. Lessee Representative shall ensure that the disbursement of any payments to any Lessee paid to or for the account of Lessee Representative shall be paid to or for the account of such Lessee.

32

(c) No resignation or termination of the appointment of Lessee Representative as agent as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to the Buyer. If Lessee Representative resigns under this Agreement, the Lessees shall be entitled to appoint a successor Lessee Representative (which shall be a Lessee). Upon the acceptance of its appointment as successor Lessee Representative hereunder, such successor Lessee Representative shall succeed to all the rights, powers and duties of the retiring Lessee Representative and the term “Lessee Representative” shall mean such successor Lessee Representative and the retiring or terminated Lessee Representative’s appointment, powers and duties as Lessee Representative shall be terminated.

SECTION 8.15 Mobile Leasing Solutions as Series LLC . Each Party hereto hereby acknowledges and agrees that Mobile Leasing Solutions is a series limited liability company, and that accordingly the obligations and liabilities of the Buyer hereunder and under the other Transaction Documents are and will be enforceable against the Buyer solely to the extent of the Series 2 Assets, and not against any other assets of Mobile Leasing Solutions or against any other Series of Mobile Leasing Solutions or any assets of any such other Series (whether held directly by such other Series or by Mobile Leasing Solutions on behalf of such other Series).

SECTION 8.16 Limited Recourse . Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, the obligations and liabilities of the Buyer under each of the Transaction Documents to which it is a party are solely the obligations and liabilities of the Buyer and shall be payable solely to the extent of the Series 2 Pledged Assets, and the proceeds of the realization thereof from whatever means, applied in accordance with this Agreement and the other Transaction Documents. If the Series 2 Pledged Assets and the proceeds of the realization thereof from whatever means, including pursuant to the enforcement of the MLS Security Documents, applied in accordance with the MLS Intercreditor Agreement and the other Transaction Documents, are insufficient to discharge in full the obligations and liabilities of the Buyer under the MLS Intercreditor Agreement and the other Transaction Documents, the rights of the Sprint Parties to receive any further amounts in respect of such obligations and liabilities shall be extinguished and none of the Sprint Parties may take any further action to recover such amounts. For the avoidance of doubt, no recourse shall be had to the assets of Mobile Leasing Solutions or the assets of any Series of Mobile Leasing Solutions other than the Series 2 Pledged Assets to satisfy the obligations and liabilities of the Buyer under this Agreement or any other Transaction Document.

[SIGNATURE PAGES FOLLOW]

33

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective duly authorized signatories, as of the date first above written.

Exhibit 10.3

Execution Version

MASTER LEASE AGREEMENT (TRANCHE 2)

Dated as of April 28, 2016

among

MOBILE LEASING SOLUTIONS, LLC,

as Lessor

and

LESSEES FROM TIME TO TIME PARTY HERETO,

as Lessee

and

SPRINT SPECTRUM L.P.

as Servicer

and

MIZUHO BANK, LTD.

as Collateral Agent

COUNTERPART NO. [                      ] OF 5 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS. TO

THE EXTENT (IF ANY) THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER THE

UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST IN THIS DOCUMENT MAY BE CREATED

THROUGH THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART

NO. 1.

TABLE OF CONTENTS

i

ii

iii

MASTER LEASE AGREEMENT (TRANCHE 2)

This MASTER LEASE AGREEMENT (TRANCHE 2), dated as of April 28, 2016 and effective as of the Lease Closing Date, (this “ Agreement ”) is among MOBILE LEASING SOLUTIONS, LLC, a Delaware limited liability company, acting for itself and on behalf of Series 2 thereof (“ Lessor ”), THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS LESSEES (collectively, “ Lessees ” and, each, a “ Lessee ”), SPRINT SPECTRUM L.P . , a Delaware limited partnership (“ Sprint Spectrum ” or “ Servicer ”), and MIZUHO BANK, LTD. , as collateral agent for the Finance Parties (“ Collateral Agent ”).

W I T N E S S E T H:

WHEREAS, the parties hereto are entering into this Agreement for the purpose of establishing the terms and conditions by which Lessor will lease Devices from time to time to the relevant Lessee;

WHEREAS, the Devices and the Customer Lease-End Rights and Obligations under the Related Customer Leases will be held in the name of Mobile Leasing Solutions on behalf of Series 2; and

WHEREAS, the leasing of the Devices shall be governed by the terms and conditions in this Agreement, as well as the terms and conditions set forth in the relevant Device Lease Schedule and any related documentation.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this Agreement, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1 Defined Terms . Capitalized terms used and not otherwise defined in this Agreement are used as defined in (or by reference in) Appendix A ( Definitions ).

SECTION 1.2 Interpretation . For purposes of this Agreement and the other Sprint Transaction Documents, unless the context otherwise requires:

(a) accounting terms not otherwise defined herein, and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under, and shall be construed in accordance with, GAAP;

(b) terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9;

(c) the words “hereof”, “herein” and “hereunder” and words of similar import used in this Agreement or in any other Sprint Transaction Document refer to this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document);

1

(d) references to any clause, section, schedule or exhibit are references to clauses, sections, schedules and exhibits in or to this Agreement (or the certificate or other document in which the reference is made) and references to any paragraph, subsection, clause or other subdivision within any section or definition refer to such paragraph, subsection, clause or other subdivision of such section or definition;

(e) the term “including” means “including without limitation”;

(f) references to any Law refer to that Law as amended from time to time and include any successor Law;

(g) references to any agreement or other document refer to that agreement or other document as from time to time amended or supplemented, or as the terms of such agreement are waived or modified, in each case in accordance with the terms of such agreement or document;

(h) references to any Party include that Party’s successors and permitted assigns;

(i) headings in this Agreement or in any other Sprint Transaction Document are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision thereof;

(j) unless otherwise specifically provided with respect to any computation of a period of time, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each means “to but excluding”, and the word “within” means “from and excluding a specified date and to and including a later specified date”;

(k) a reference to assets includes present and future properties, undertakings, revenues, rights and benefits of every description;

(l) a reference to an authorization includes an approval, authorization, consent, exemption, filing, license, notarization, registration and resolution;

(m) a reference to a disposal of any asset, undertaking or business includes a sale, lease, license, transfer, loan or other disposal by a person of that asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions);

(n) unless otherwise defined, capitalized terms defined in this Agreement in the singular form shall have a corresponding meaning when used in the plural form, and vice versa; and

(o) “$”, “USD” and “dollars” denote the lawful currency of the United States of America.

2

ARTICLE II

DEVICE LEASES

SECTION 2.1 Agreement to Lease

(a) Agreement to Lease . Upon satisfaction of all conditions precedent set out in Article V ( Conditions Precedent ) and the transfer of title to the Devices from Lessees to Lessor pursuant to the Second Step Transfer Agreement, Lessor hereby agrees to lease such Devices to Lessees and Lessees hereby agree to lease such Devices from Lessor, from time to time, on the terms and conditions set forth in this Agreement and the Device Lease Schedule with respect to the relevant Devices being leased (this Agreement together with a Device Lease Schedule, each a “ Device Lease ” and, collectively, the “ Device Leases ”). This Agreement is intended to be incorporated by reference into each Device Lease Schedule agreed to from time to time as particular Devices are leased by Lessor to the relevant Lessee. Each Device Lease is intended to be a separate instrument of lease. As to Devices leased pursuant to any such individual Device Lease, the terms of the applicable Device Lease Schedule shall control over the terms of this Agreement in the event of conflict. The rights, remedies, powers and privileges of Lessor and the relevant Lessee under each Device Lease shall be interpreted separately and apart from any other Device Lease.

(b) Acceptance of each Device Lease . Entry into each Device Lease is subject to the relevant Lessee and Lessor agreeing to a Device Lease Schedule. The relevant Lessee agrees to initially provide or cause to be provided to Lessor the information required by each Device Lease Schedule, and to provide or cause to be provided any updated information required pursuant to Section 2.13(b)(iii), in each case, to the extent such information is available to such Lessee. Lessor agrees to evaluate the information provided by the relevant Lessee, work with the relevant Lessee to reconcile any discrepancies and provide or cause to be provided any additional information required for each Device Lease Schedule, in each case, as promptly as possible.

(c) Intention of the Parties . It is the express intent of each of the parties hereto that each Device Lease constitute a true lease and not a sale of the Devices. As a protective measure in the event that, notwithstanding the foregoing, the lease of the Devices to Lessees is recharacterized by any third party as a sale, then solely in that event and for the expressly limited purposes thereof, each Lessee does hereby grant to Mobile Leasing Solutions for the benefit of Series 2 a security interest in all of such Lessee’s now or hereafter existing right, title and interest to, and under the Devices and agrees that this Agreement shall constitute a security agreement under applicable Law. Each Lessee hereby authorizes Lessor or its respective designee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of such Lessee’s rights in the Devices now existing or hereafter arising in the name of such Lessee.

SECTION 2.2 Deemed Delivery

(a) Upon the relevant Lessee and Lessor agreeing to a Device Lease on the Lease Closing Date, Lessor shall be deemed to have delivered the relevant Device under such Device Lease to the relevant Lessee and the relevant Lessee will be deemed to have accepted such

3

Device. On each Upgrade Date occurring during the Term of a Device Lease for a Device, Lessor shall be deemed to have delivered the relevant Upgraded Device under such Device Lease to the relevant Lessee and the relevant Lessee will be deemed to have accepted such Upgraded Device.

(b) Each Lessee accepts the leasing of the Devices by it and receives the Devices on an “as-is where-is” basis.

SECTION 2.3 Ownership of the Devices

(a) Ownership . At all times during the Term of each Device Lease, full legal title to the Device subject to such Device Lease will remain vested in Lessor to the exclusion of Lessees, notwithstanding the possession and use thereof by Lessees or any Customers. At all times during each Upgrade Holding Period, if any, full legal title to the relevant Exchanged Device will remain vested in Lessor to the exclusion of Lessees, notwithstanding the termination of the Exchanged Customer Lease with respect to such Exchanged Device. Lessees and Servicer each agree that at all times (x) during the Term of each Device Lease for each Device and (y) during each Upgrade Holding Period, if any, with respect to an Exchanged Device, it shall not (i) imply or represent that any Person other than Lessor owns the Devices, (ii) sell or dispose of or directly or indirectly attempt to sell or dispose of the Devices in any way other than to a Customer pursuant to a Customer Lease, (iii) part with possession of the Devices without the prior written consent of Lessor other than pursuant to Section 2.4 (Subleasing) or as otherwise contemplated herein, or (iv) place on the Devices any plates, stickers or marks that are inconsistent with the ownership of the Devices by Lessor. For the avoidance of doubt, and without limiting the obligations of Servicer under the Servicing Agreement, Lessees shall have no obligation with respect to a Customer’s use or stewardship of a Device.

(b) Liens . At all times during the Term of each Device Lease, Lessees and Servicer shall not directly or indirectly give or allow another Person to give any interest in or Lien over the Device subject to such Device Lease or over such Device Lease, other than Permitted Device Liens. At all times during the Upgrade Holding Period, if any, with respect to each Exchanged Device, Lessees and Servicer shall not directly or indirectly give or allow another Person to give any interest in or Lien over such Exchanged Device, other than Permitted Device Liens. Lessees shall promptly, at their own cost and expense, take such action as may be necessary to duly discharge or eliminate any such Liens (other than Permitted Device Liens) upon obtaining Knowledge thereof.

SECTION 2.4 Subleasing

(a) Lessor acknowledges that the relevant Lessee is subleasing each Device subject to a Device Lease to a Customer. The relevant Lessee agrees to ensure that:

(i) at such time that a Customer Lease is in effect, the Customer is legally and contractually bound by the terms of such Customer Lease with respect to a relevant Device;

4

(ii) no Customer Lease prevents such Lessee from complying with its obligations under a Device Lease to which it is a party or any other Transaction Document to which it is a party;

(iii) neither such Lessee, nor any Customer Lease, shall directly or indirectly give any impression or confirmation or otherwise provide that the relevant Customer shall be or may become the legal and beneficial owner of any Device at any time other than if the Customer exercises any option to purchase the Device under such Customer Lease as permitted thereby;

(iv) such Lessee shall not represent or assert that any Customer has any contractual right to complete a Customer Upgrade or to have such Customer’s payment obligations under a Customer Lease waived in connection with a Customer Upgrade;

(v) such Lessee has all material licenses and authorizations necessary in connection with such Lessee’s subleasing of the Devices to the Customers pursuant to the Customer Leases; and

(vi) the Customer Leases will be administered in accordance with this Agreement and the Servicing Agreement.

SECTION 2.5 Software and Other Rights

(a) The Devices may contain software in which none of the parties hereto have ownership or other proprietary rights. Where required by a software owner or manufacturer, the relevant Lessee will enter into a license or other agreement for the use of the software. Any such agreement will be separate and distinct from each Device Lease, and Lessor will have no rights or obligations thereunder unless otherwise agreed by it in writing. To the extent that Lessor is the owner or has rights in software related to the Devices and such rights are transferable by Lessor, Lessor hereby grants to Lessees such rights that Lessor has (if any) to use such software during the Term of the applicable Device Lease. No separate license fee is payable by Lessees to Lessor in relation to such software. Lessee acknowledges that Lessor has made no representation or warranty to Lessees as to Lessor’s title to or ability to grant rights to Lessees for any software available on any Device.

SECTION 2.6 Approved Devices

(a) Lessor and Lessees acknowledge and agree that a full list of Approved Devices as at the date hereof is set out on Schedule 3 ( Schedule of Approved Devices ) to this Agreement (“ Schedule of Approved Devices ”).

(b) Lessor and Lessees acknowledge and agree that on each launch date of a Next Generation Device, the Schedule of Approved Devices shall be deemed automatically amended to add such Next Generation Device. Lessor and Lessees may make such other amendments to the Schedule of Approved Devices as agreed by Lessor, Lessees and Collateral Agent, in each case, acting reasonably.

5

(c) Following any amendment (or deemed amendment) of the Schedule of Approved Devices in accordance with Section 2.6(b) ( Approved Devices ), at the request of any Lessee, Lessor shall provide Lessees with a new Schedule of Approved Devices (in the form set out in Schedule 3 ( Schedule of Approved Devices )). The Approved Devices following such amendment (or deemed amendment) shall be the Devices listed on such new Schedule of Approved Devices and such new Schedule of Approved Devices shall replace all previous schedules, provided, however, any amendment of the Schedule of Approved Devices shall not adversely affect any Device Leases which are in place prior to such amendment of the Schedule of Approved Devices.

SECTION 2.7 Term

(a) The term (the “ Term ”) of each Device Lease shall commence on the relevant Device Lease Commencement Date and, subject to paragraph (b) below, end on the Device Lease Expiration Date, which shall be set for each Device Lease as a date no earlier than the date on which the aggregate Rental Payments to be made under such Device Lease through such date will be greater than or equal to the sum of (i) all scheduled Customer Receivables under such Device Lease during the Scheduled Customer Lease Term and (ii) the Device Residual Value of the Device subject to such Device Lease as of its Expected Sales Date.

(b) Each Device leased under a Device Lease shall be leased for the Term of such Device Lease, subject to termination of the Device Lease with respect to a particular Device in accordance with Section 2.9 ( Termination of a Device Lease ).

SECTION 2.8 Rent and Other Payments

(a) Rent . Lessees will pay or cause to be paid to Lessor or its Nominated Agent (by paying into the MLS Collection Account (Tranche 2), or any other bank account as notified by Lessor) on each Device Lease Payment Date, throughout the Term of each Device Lease, the Rental Payments for each Device subject to a Device Lease. Rental Payments for each Device subject to a Device Lease are payable for each calendar month (or the relevant portion thereof) on the Device Lease Payment Date until the Device Lease for such Device terminates. The Lessor will deliver an invoice to Lessees in the amount of the Rental Payments due for each month on the 5 ^th Business Day of such month beginning May 6, 2016. Once paid, each Rental Payment is not refundable for any reason unless such Rental Payment has been paid in error or when not actually due and payable. Each transfer of Available Funds into the MLS Collection Account (Tranche 2) during the calendar month of the applicable Device Lease Payment Date (or, in the case of the first Device Lease Payment Date, during the period from the Lease Closing Date through such Device Lease Payment Date) (other than any transfer of Available Funds by Sprint in respect of Rental Payments due on a preceding Device Lease Payment Date pursuant to the Sprint Guarantee or otherwise) and any Carryover Amount with respect to such Device Lease Payment Date shall be applied as follows:

(i) first, (A) all such Available Funds attributable to Customer Rentals in payment of amounts invoiced to the relevant Customer prior to, or during, the calendar month immediately preceding such Device Lease Payment Date and (B) any Carryover Amount with respect to such Device Lease Payment Date shall be applied in satisfaction

6

of Lessees’ obligation to make a scheduled Rental Payment on such Device Lease Payment Date (the excess of the amounts described in clauses (A) and (B) over the amount of the scheduled Rental Payment due on such Device Lease Payment Date, the “ Excess Amount ”);

(ii) second, (A) all such Available Funds attributable to Customer Rentals in payment of amounts invoiced to the relevant Customer during the calendar month in which such Device Lease Payment Date occurs, or in payment of amounts that were scheduled to be invoiced during a future calendar month, shall be applied in satisfaction of Lessees’ obligations to make a scheduled Rental Payment on the Device Lease Payment Date in the calendar month following the calendar month during which such amounts are or would have been invoiced to the relevant Customer, and (B) the Excess Amount shall be applied in satisfaction of Lessees’ obligations to make a scheduled Rental Payment on each succeeding Device Lease Payment Date in an aggregate amount equal to the Excess Amount applied consecutively to each succeeding Device Lease Payment Date (the portion of such Available Funds and any Excess Amount to be applied in respect of the Rental Payment due on a subsequent Device Lease Payment Date, the “ Carryover Amount ” with respect to such subsequent Device Lease Payment Date); and

(iii) third, all remaining Available Funds shall be applied in satisfaction of any other payment due and owing or elected to be paid under any Sprint Transaction Document by any Sprint Party that is payable to the MLS Collection Account (Tranche 2), including under Section 2.9, to the extent of the amount paid into the MLS Collection Account (Tranche 2) during the relevant period.

Promptly following each Device Lease Payment Date, to the extent that there were insufficient Available Funds (after giving effect to application thereof in accordance with the immediately preceding sentence) available to be applied to satisfy the scheduled Rental Payment on such Device Lease Payment Date, the Lessor shall make a demand under the Sprint Guarantee in the amount of such shortfall.

(b) [Reserved]

(c) Electronic Fund Transfers . Lessees shall take all necessary actions so that all payments under each Device Lease will be made by electronic funds transfer.

(d) Obligations Absolute . During the Term of each Device Lease, Lessees’ obligation to make the Rental Payments and other payments due under such Device Lease is absolute and unconditional and is not affected or reduced by:

(i) any Lessee or any Customer being unable to use the relevant Devices;

(ii) the failure by any Customer (x) to make any payment under a Customer Lease or otherwise or (y) to return a Device to the relevant Lessee or Lessor;

(iii) the relevant Devices being damaged, lost, stolen or not in the possession of any Lessee or any Customer, or not working at any time;

7

(iv) any set-off, counterclaim or other right any Lessee has or claims to have against Lessor or another Person;

(v) Lessor’s title to or ability to grant rights to use software being defective for any reason, or the unavailability of any required software to any Lessees or any Customer;

(vi) the failure of the Servicer, any Lessee or any other party to perform its obligations with respect to a Customer Upgrade, including the failure to obtain any rights under a replacement Customer Lease for an Upgraded Device; or

(vii) any waiver of payment under or termination of an Exchanged Customer Lease in breach of any Sprint Transaction Document.

Notwithstanding any other provision of this Agreement or any Device Lease to the contrary, no Lessee shall be impaired in the exercise of any right it may have to assert and sue upon any claim it may have against Lessor in a separate action.

SECTION 2.9 Termination of a Device Lease . The Device Lease with respect to a Device will be terminated upon the occurrence of any of the following:

(a) Servicer Termination of the Customer Lease . Servicer may at its option, if requested by the relevant Lessee prior to the Device Lease Expiration Date, terminate a Customer Lease with respect to a Device on the below terms and, upon such termination of the relevant Customer Lease, the Device Lease with respect to such Device will be terminated:

(i) Return Device Satisfying the Device Return Condition but Customer has not paid all Customer Receivables . If at any time during the Term of the Device Lease for such Device, (A) the relevant Customer returns such Device satisfying the Device Return Condition but has not paid all amounts due and owing under the related Customer Lease, such Device is delivered to Lessor (or its Nominated Agent) and (B) payment is made by the Servicer to Lessor of (1) all previously accrued and unpaid Rental Payments, if any, plus (2) the Rental Payments that would have accrued under the Device Lease during the remainder of the Scheduled Device Lease Term, if any.

(ii) Return Device Not Satisfying the Device Return Condition. If the relevant Customer returns such Device not satisfying the Device Return Condition, (A) such Device is delivered to Lessor (or its Nominated Agent) and (B) payment is made by the Servicer to Lessor of the sum of (1) all previously accrued and unpaid Rental Payments, if any, plus (2) the Rental Payments that would have accrued under the Device Lease during the remainder of the Scheduled Device Lease Term, if any, plus (3) the Device Residual Value for such Device as of the Expected Sales Date.

(iii) Non-Returned Device. If the Customer has not returned such Device (other than as a result of an exercise by the Customer of its purchase option or by making a payment in lieu of delivery of the Device), payment is made by the Servicer to Lessor of the sum of (1) all previously accrued and unpaid Rental Payments, if any, plus (2) the Rental Payments that would have accrued during the remainder of the Scheduled Device Lease Term, if any, plus (3) the Device Residual Value for such Device as of the Expected Sales Date.

8

(b) Termination of the Customer Lease By Customer Performance . If the Customer Lease terminates in accordance with its terms under the following scenarios:

(i) if the relevant Customer returns such Device satisfying the Device Return Condition prior to the last day of the Customer Lease Term of the related Customer Lease, (A) such Device is delivered to Lessor (or its Nominated Agent) and (B) payment is made to Lessor of the sum of (1) all previously accrued and unpaid Rental Payments, if any, plus (2) the Rental Payments that would have accrued during the remainder of the Scheduled Device Lease Term, if any;

(ii) if the relevant Customer returns such Device satisfying the Device Return Condition on or at any time after the last day of the Customer Lease Term, (A) such Device is delivered to Lessor (or its Nominated Agent) and (B) payment is made to Lessor of all previously accrued and unpaid Rental Payments, if any;

(iii) if prior to the last day of the Customer Lease Term the Customer has made a payment in lieu of delivery of such Device, payment is made to Lessor of the sum of (A) all previously accrued and unpaid Rental Payments, if any, plus (B) the Rental Payments that would have accrued during the remainder of the Scheduled Device Lease Term, if any, plus (C) the required purchase price payment under the Customer Lease;

(iv) if on the last day of the Customer Lease Term of the related Customer Lease the Customer exercises a purchase option in relation to such Device under the Customer Lease, payment to Lessor of the purchase option price under the Customer Lease plus all previously accrued and unpaid Rental Payments, if any; or

(v) if at any time after the last day of the Customer Lease Term of the related Customer Lease the Customer exercises a purchase option in relation to such Device under the Customer Lease, payment to Lessor of the purchase option price as of the purchase option exercise date plus all previously accrued and unpaid Rental Payments, if any.

(c) Originator Repurchase Event . If the relevant Originator purchases a Rent Shortfall Returned Device in accordance with the Device Repurchase Agreement.

(d) Upgrade Termination Option . If the relevant Lessee exercises the Upgrade Termination Option in respect of any Device and pays the applicable Upgrade Termination Option Payment in accordance with Section 2.13(b)(ii).

Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, no termination or deemed termination of a Customer Lease pursuant to this Agreement or any other Transaction Document shall impair the relevant Lessee from the exercise of any right it may have to assert and sue upon any claim it may have against a Customer. For the avoidance of doubt, after the termination of a Device Lease with respect to a Device in accordance with this Section 2.9, all Customer Lease-End Rights and Obligations under the

9

relevant Customer Lease shall hereby pass from Lessor to the relevant Lessee on an as-is basis without any warranty whatsoever from Lessor and any amount received by any Sprint Party from the relevant Customer or any other Person on account of the related Customer Lease for such Device shall be the property of such Sprint Party and may be retained by such Sprint Party.

SECTION 2.10 Title Transfer . Upon a Customer Lease termination under Section 2.9(b)(iii), (iv) or (v) ( Termination of the Customer Lease by Customer Performance ) Lessor shall transfer to the relevant Customer title to the relevant Device free and clear of all Liens (including any rights of the relevant Lessee therein which such Lessee agrees to automatically and concurrently release) by and through Lessor.

SECTION 2.11 Returned Device s

(a) Returned Devices . At all times during the Term of each Device Lease, Lessees covenant and agree to return or cause the return of each Device (including each Exchanged Device and each Device exchanged for a Like-Kind Exchange Device) to the Device Return Address of Lessor (or its Nominated Agent) within the Required Return Period to the extent it has received such Device from the relevant Customer. For the avoidance of doubt, Lessees’ obligation under this Section 2.11 ( Returned Devices ) is not in any way conditional upon returned Devices satisfying the Device Return Condition.

(b) Procedure for Returned Devices . Upon the return of a Device by the relevant Customer during the Term, the relevant Lessee will or will cause Servicer to:

(i) at Lessor’s expense (which includes all transport, insurance and related costs within its jurisdiction), ship such Device within the Required Return Period to the Device Return Address of Lessor (or its Nominated Agent);

(ii) ensure that such Device is packed in a manner normally used for the transportation of similar Devices;

(iii) use commercially reasonable efforts to procure that the Device contains no network block, barring or password protection and in particular, Lessee shall ensure that the Devices will be unlocked by Servicer for use on any wireless network;

(iv) use commercially reasonable efforts to procure that the Customer disables the “Find My iPhone” feature at the time of the Customer’s return of such Device and, if the Customer does not disable the “Find my iPhone” feature, carry out the Non-Return Remedies in respect of that Customer (other than a Protected Customer) and such Device shall be treated as a Non-Returned Device for the purposes of this Transaction;

(v) provide the PUK for each Device to Lessor; and

(vi) pay, or reimburse the Lessor for, any shipping costs and expenses incurred pursuant to Section 2.11(b)(i) ( Procedure for Returned Devices ) above within 5 Business Days of shipping such Devices.

10

(c) Lessee Failure to Return . If any Lessee (or its Nominated Agent) fails to return to Lessor (or its Nominated Agent), by the earlier of (x) the Final Settlement Date and (y) the later of the end of the applicable Required Return Period and the applicable Device Lease Expiration Date, any Device returned to any Sprint Party by a Customer, the relevant Lessee shall pay to Lessor the sum of (i) if such Device is not returned as a result of any Sprint Party’s willful misconduct or gross negligence, an amount equal to the Originator Device Fee (as defined in the Device Repurchase Agreement) and (ii) the higher of (A) the Device Residual Value for such Device as of the Expected Sales Date, or (B) the Secondary Market Value for such Device, or if such Device is an Upgraded Device, the Secondary Market Value for the Related Original Device, as of the Expected Sales Date on the basis that such Device is a Grade B Device, no later than the earlier of (1) the Final Settlement Date and (2) 5 Business Days after Lessee having Knowledge of such failure to return unless Servicer has already paid such amount.

SECTION 2.12 Non-Return Remedies

If a Customer (other than a Protected Customer) is in breach of a payment or a delivery obligation under its Customer Lease which has not been remedied by the Customer, Servicer, any Lessee or any other Person (other than the Guarantor) by the Non-Return Remedies Commencement Date:

(a) Servicer shall use commercially reasonable efforts to collect, without incurring any obligation to the extent that (notwithstanding its commercially reasonable efforts) it does not collect, the Customer’s payment under the Customer Lease (and all further payments made by the Customer thereunder, including the Customer’s payment for or in respect of the Device) and shall remit any such Customer payments it does collect (i) to the extent such amount has not been previously remitted to Lessor as a regularly scheduled Rental Payment or another payment due and owing to Lessor under this Agreement, to Lessor and (ii) otherwise to the relevant Lessee; and

(b) neither Servicer nor any other Sprint Party will provide any new or incremental device, accessory, network service (or other asset or service) which it is not already providing (or already obligated to provide, or will be obligated to provide with the passage of time and/or a payment or performance by Customer which Servicer or other Sprint Party is obligated to accept) as of the date of such breach under contract (including pursuant to applicable terms and conditions) to such Customer (by sale, lease or otherwise) until such breach is remedied (the “ Non-Return Remedies ”),

provided that paragraphs (a) and (b) above shall not apply if Servicer terminates the Customer Lease in accordance with Section 2.7 ( Right to Terminate Customer Leases ) of the Servicing Agreement.

SECTION 2.13 Like-Kind and Upgrade Exchanges .

(a) Like-Kind Exchanges . If at any time during the Term of a Device Lease, the Servicer performs a Like-Kind Exchange, the Like-Kind Exchange Device shall be automatically substituted for the original Device and such Like-Kind Exchange Device shall be subject to the relevant Device Lease to the same extent and on the same terms as the original Device, including

11

the Rental Payments, which shall be the same as the Rental Payments that would otherwise have been due with respect to the original Device. Lessor agrees that, upon consummation of the Like-Kind Exchange, title to the original Device free and clear of all Liens by and through Lessor shall pass automatically from Lessor to Lessee on an as-is basis without any warranty whatsoever from Lessor.

(b) Upgrade Exchanges .

(i) Subject to Section 2.13(b)(ii), if at any time during the Term of a Device Lease a Customer Upgrade occurs and title to the Upgraded Device is sold or transferred to Lessor under Section 2.1 of the Second Step Transfer Agreement, (x) on and from the Upgrade Date, the Upgraded Device shall be automatically substituted for the related Exchanged Device and such Upgraded Device shall be subject to the relevant Device Lease to the same extent and on the same terms as the related Exchanged Device, including (1) the Rental Payments for the Upgraded Device, which shall be equal to the Rental Payments that would otherwise have been due with respect to the related Exchanged Device, (2) the Device Lease Expiration Date of the Device Lease for the Upgraded Device, which shall be the same as the Device Lease Expiration Date of the Device Lease for the Exchanged Device and (3) the Device Residual Value, the Expected Sales Date and the Scheduled Customer Lease Term for the Upgraded Device, which, in each case, shall be the same as the Device Residual Value, Expected Sales Date and Scheduled Customer Lease Term, respectively, for the Exchanged Device; provided, however, the Customer Lease Term for the Upgraded Device shall be the Customer Lease Term for the Upgraded Customer Lease and not the Exchanged Customer Lease and (y) Servicer shall pay by the Business Day prior to the first Scheduled Monthly Reporting Date occurring at least one full calendar month following the related Upgrade Exchange (the “ Upgrade Dilution Payment Date ”), the Upgrade Dilution, if any, in accordance with Section 2.14 of the Servicing Agreement. In the event that Servicer does not pay to Lessor the Upgrade Dilution by the Upgrade Dilution Payment Date, Lessor shall sell the Exchanged Device in accordance with Section 2.10 of the Second Step Transfer Agreement and apply the proceeds of such sale in accordance with Section 2.10 of the Second Step Transfer Agreement. Lessor agrees that, following any Upgrade Exchange (1) for which the relevant Lessee does not elect the Upgrade Termination Option with respect to the Upgraded Device within the Upgrade Termination Option Period or, during the Upgrade Termination Option Period, has irrevocably notified the Buyer that it waives its right to elect the Upgrade Termination Option with respect to such Upgraded Device and (2) for which the Upgrade Dilution, if any, is paid pursuant to this Section 2.13(b)(i), (x) title to the Exchanged Device free and clear of all Liens by and through Lessor shall pass automatically from Lessor to the relevant Lessee on an as-is basis without any warranty whatsoever from Lessor in accordance with Section 2.9 of the Second Step Transfer Agreement and (y) if such Exchanged Device was initially an Upgraded Device and the Servicer deposited amounts into the Upgrade Reserve Account (Tranche 2) in accordance with Section 2.14(d) of the Servicing Agreement in respect of such Exchanged Device, such amounts shall be paid to the Lessee Representative in accordance with Section 2.9(c)(iv) of the MLS Intercreditor Agreement.

12

(ii) By the Business Day prior to the first Scheduled Monthly Reporting Date occurring at least one full calendar month after the occurrence of the relevant Upgrade Exchange (the “ Upgrade Termination Option Period ”), the applicable Lessee has the option (the “ Upgrade Termination Option ”) to terminate the relevant Device Lease by (A) notifying Lessor in writing that it is exercising the Upgrade Termination Option with respect to such Exchanged Device, provided, such notice may be in the form of a list of Customer Leases, specifying, as applicable, the relevant customer lease number or IMEI number, that will be early terminated by the relevant Lessee under Section 2.9, this Section 2.13(b)(ii) or otherwise during the relevant period, (B) if the relevant Customer has returned such Device, returning such Exchanged Device to Lessor in accordance with the terms hereof and (C) Servicer paying Lessor the Upgrade Termination Option Payment. Upon effective exercise by Lessee of the Upgrade Termination Option in accordance with the immediately preceding sentence, the Device Lease with respect to the Exchanged Device shall terminate effective as of the Upgrade Date and the Upgrade Exchange with respect to the Upgraded Device shall be deemed not to have occurred and from and after the Upgrade Date no amounts shall be payable by any Sprint Party in connection with the Upgraded Device, the Exchanged Device, the Device Lease with respect to the Exchanged Device or the Upgrade Exchange, including any Rental Payments or any Upgrade Dilution (without prejudice to any indemnity or other obligations that survive termination of any Device Lease).

(iii) In connection with a Lease Upgrade, the relevant Lessee shall provide Lessor with the following information:

(A) a description of the Upgraded Devices;

(B) the Customer Lease Term for such Upgraded Device; and

(C) the Customer Receivables due under the relevant Upgraded Customer Lease.

SECTION 2.14 Updates to Devices Subject to Device Leases and Data File . The Devices subject to the relevant Device Lease shall be deemed to be automatically amended without further action upon a Like-Kind-Exchange, an Upgrade Exchange or the termination of any Device Lease with respect to any Device. Upon an Upgrade Exchange, (i) the relevant Device Lease Schedule shall be deemed to be automatically amended to reflect the terms of the Upgraded Device and Upgraded Customer Lease in accordance with Section 2.13(b)(i) and (ii) Lessor and Lessee shall cooperate to update the Data File to reflect the terms of the Upgraded Device and Upgraded Customer Lease. Upon the request of any Lessee or Lessor, Servicer shall provide a status report reflecting the Devices then leased pursuant to any Device Lease. Upon the request of Collateral Agent, Servicer or any Lessee, Lessor shall provide updated Device Lease Schedules and an updated Data File.

SECTION 2.15 Quiet Enjoyment

Lessor covenants that during the Term of a Device Lease, so long as no Lease Event of Default shall have occurred and be continuing, neither Lessor nor any Person claiming any

13

interest in the Devices by, through or under Lessor shall disturb Lessees’ quiet enjoyment of the Devices and the Customer Leases under such Device Lease. Collateral Agent covenants that during the Term of a Device Lease, so long as no Lease Event of Default shall have occurred and be continuing, Collateral Agent shall not disturb Lessees’ quiet enjoyment of the Devices and the Customer Leases under such Device Lease

ARTICLE III

LEASE EVENTS OF DEFAULT

SECTION 3.1 Lease Events of Default

A Lease Event of Default occurs if:

(a) (i) any Lessee (or the Servicer on its behalf) fails to pay to the MLS Collection Account (Tranche 2) all Customer Receivables received and permitted to be paid to the MLS Collection Account (Tranche 2) by such Lessee in satisfaction of any Rental Payment obligation on the due date thereof or (ii) any Lessee (or the Guarantor on its behalf) fails to make any Rental Payment on or before the Business Day prior to the Scheduled Monthly Reporting Date immediately following the due date thereof;

(b) any Lessee (or the Guarantor on its behalf) fails to pay any other amount (other than as set forth in Section 3.1(a) ( Lease Events of Default )) due and payable under this Agreement or a Device Lease unless such breach is remedied within 10 Business Days following the date of receipt of a written notice from Lessor specifying the breach;

(c) any Lessee breaches Section 2.3(b) ( Liens) , Section 2.12 ( Non-Return Remedies ), Section 2.13(b) ( Upgrade Exchanges ), Section 4.1(a) ( Indemnities ), Section 6.7 ( Licenses and approvals ), Section 7.1(i) ( Notification of Default ), Section 7.2(b) ( No Modification of Customer Leases ), or Section 7.2(c) ( Change in Credit and Collection Policy, Upgrade Policy or Business ) of this Agreement, and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;

(d) any Lessee breaches any other representation, warranty, covenant or other provision of this Agreement or any other Transaction Document in any material respect (other than as specified in paragraphs (a), (b) and (c) above), and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;

(e) any Originator breaches any provision of any Transaction Document to which it is a party in any material respect and such breach is not remedied within 10 Business Days of the date of receipt of written notice from Lessor specifying the breach;

(f) [reserved];

(g) a Servicer Replacement Event occurs;

(h) Sprint’s license to provide wireless telephony services is terminated and not replaced;

14

(i) the occurrence of an Insolvency Event with respect to a Sprint Party;

(j) the Guarantor fails to pay any amount due and payable under the Sprint Guarantee, or the Sprint Guarantee is terminated or ceases to be in full force and effect for any reason (other than termination in accordance with its terms) before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach;

(k) a Change of Control has occurred; or

(l) the Performance Support Provider fails to perform any of its obligations under the Performance Support Agreement, or the Performance Support Agreement is terminated or ceases to be in full force and effect for any reason before the Final Settlement Date, unless such breach is remedied within 5 Business Days of the date of receipt of a written notice from Lessor specifying the breach.

SECTION 3.2 Remedies

(a) Upon the occurrence and continuance of a Lease Event of Default, Lessor may terminate this Agreement and/or any one or more (including all) of the Device Leases (or any portion thereof) by providing written notice of termination to the relevant Lessees. Lessor shall be deemed to have given each Lessee a notice terminating all relevant Device Leases immediately upon the occurrence of an Insolvency Event with respect to any Lessee or the Guarantor. For the avoidance of doubt, the occurrence of a Lease Event of Default under a Device Lease will trigger a Lease Event of Default under all Device Leases entered into under this Agreement (regardless of the identity of the Lessee under a particular Device Lease and whether a Lease Event of Default has occurred under a particular Device Lease) unless otherwise waived by Lessor.

(b) If this Agreement or any Device Lease hereunder (or any portion thereof) has been terminated pursuant to paragraph (a) above:

(i) in relation to the occurrence of the Lease Event of Default under Section 3.1(d) ( Lease Events of Default ) above then Lessees shall pay only the Present Value Device Lease Amount for the relevant Devices within 5 Business Days of receipt of an invoice from Lessor. Upon payment of the Present Value Device Lease Amount, title free and clear of all Liens arising by and through Lessor to the relevant Devices (and all Customer Lease-End Rights and Obligations) shall hereby pass from Lessor to the relevant Lessee on an as-is basis without any warranty whatsoever from Lessor and no further Rental Payments shall be payable by the relevant Lessee in respect of such Devices and the Device Leases for such Devices shall terminate;

(ii) subject to Section 3.2(c) ( Remedies ), in relation to the occurrence of any Lease Events of Defaults (other than the Lease Event of Default under Section 3.1(d) ( Lease Events of Default )) prior to the end of the Term, then Lessees must pay the Device Lease Early Termination Amount for the relevant Devices to Lessor within 5 Business Days of receipt of an invoice from Lessor. Upon payment of the Device Lease Early Termination Amount, title free and clear of all Liens by and through Lessor to the

15

relevant Devices (and all Customer Lease-End Rights and Obligations) shall hereby pass from Lessor to the relevant Lessee on an as-is basis without any warranty whatsoever from Lessor and no further Rental Payments shall be payable by the relevant Lessee in respect of such Devices and the Device Leases for such Devices shall terminate.

(c) Notwithstanding anything herein to the contrary, upon the occurrence and continuance of any Lease Event of Default which does not satisfy the below criteria, the sole remedy shall be that Lessees pay the Present Value Device Lease Amount for the relevant Devices within 5 Business Days of receipt of an invoice from Lessor:

(i) the default covenant provision is customary in financing arrangements;

(ii) the occurrence of the Lease Event of Default is objectively determinable (for example, subjective acceleration clauses would not satisfy this condition);

(iii) predefined criteria, related solely to any Sprint Party and their operations, have been established for the determination of the Lease Event of Default; and

(iv) it is reasonable to assume, based on the facts and circumstances that exist at Device Lease inception, that the Lease Event of Default will not occur. In applying this condition, it is expected that any Person making such determination would consider recent trends in Lessees’ operations.

Upon payment of the Present Value Device Lease Amount in accordance with this Section 3.2(c) ( Remedies ), title free and clear of all Liens by and through Lessor to the relevant Devices (and all Customer Lease-End Rights and Obligations) shall hereby pass from Lessor to the relevant Lessee on an as-is basis without any warranty whatsoever from Lessor and no further Rental Payments shall be payable by the relevant Lessee in respect of such Devices and the Device Leases for such Devices shall terminate.

ARTICLE IV

INDEMNITIES

SECTION 4.1 Indemnities

(a) Lessees hereby indemnify Lessor and the Series 2 Members (each a “ Lessee Indemnitee ”) and hold any Lessee Indemnitee harmless from, any and all losses, claims, damages, liabilities, charges, Lessee Covered Taxes, penalties, levies and related expenses (including the reasonable and documented fees and expenses of counsel for Lessor), including, on account of funds borrowed, contracted for or used to fund any amount payable by a Lessee Indemnitee in connection with the purchase or the lease of any Devices subject to a Device Lease or proceedings related thereto (the “ Liabilities ”) incurred by any Lessee Indemnitee, without duplication of any other amount paid, as a result of:

(i) a Device Lease (or any part of it) being void, voidable or unenforceable for any reason;

16

(ii) the Devices being lost, stolen, damaged, or destroyed by, or confiscated from, in each case, any Lessee;

(iii) the sublease of any Devices to a Customer;

(iv) any information provided by or on behalf of a Sprint Party or any Affiliate for inclusion in a Device Lease Schedule being incorrect;

(v) a Device Lease terminating in relation to some or all of the Devices before the end of the Term of that Device Lease, except as otherwise expressly contemplated under this Agreement;

(vi) any failure by a Lessee to comply with its obligations in the Transaction Documents to which it is a party; or

(vii) any Lease Event of Default other than (x) a Lease Event of Default under Section 3.1(d) ( Lease Events of Default ) or (y) a Lease Event of Default that does not satisfy the criteria in Section 3.2(c) ( Lease Events of Default );

provided, however, Lessee’s indemnity will not extend to (x) any Liability to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, fraud or willful misconduct of any Lessee Indemnitee, or (y) any Liability arising as a result of a Device being a Non-Returned Device; provided that for purposes of clause (x) above, no Lessee Indemnitee shall have a duty to (1) undertake an independent investigation into facts not disclosed to Lessor because of gaps in Servicer’s information tracking and (2) know and comply with consumer leasing regulations (or industry custom) in connection with the Devices and Customer Leases.

(b) Indemnity Continuing . Lessees’ indemnity is a continuing obligation, separate and independent from Lessee’s other obligations. Lessees’ indemnity continues after a Device Lease ends or is terminated and it is not necessary for Lessor to incur an expense or cost or make a payment before it enforces a right of indemnity.

(c) Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Law, the parties hereto shall not assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential (including lost profits) or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, or the transactions contemplated hereby or thereby (save for claims in connection with breaches of confidentiality).

17

ARTICLE V

CONDITIONS PRECEDENT

The purchase from, and lease to Lessees, of the Lease Closing Date Devices on the Lease Closing Date, shall be subject to the satisfaction of, or the waiver in writing by (i) Lessor of, each of the conditions precedent set forth below and (ii) Lessees of, the conditions in clauses (i) and (k) below:

(a) Lessee has provided the Agreed Schedule Information with respect to all Lease Closing Date Devices subject to the Device Leases;

(b) the Device Lease Schedules contain with respect to each Lease Closing Date Device to be leased, the information set out in Schedule 1 ( Device Lease Schedule );

(c) all Lease Closing Date Devices that are to be subject to such Device Lease are Approved Devices;

(d) at the time of its contribution under the First Step Transfer Agreement, each Originator is the owner of unencumbered legal and beneficial title to each Lease Closing Date Device that is to be subject to such Device Lease (other than the rights of Customers under the Customer Leases);

(e) as of the Cutoff Date, the Lease Closing Date Devices were Eligible Devices and the Customer Leases were Eligible Leases;

(f) the representations and warranties of each Sprint Party set forth in Article VI or in any other Transaction Document are true and correct in all material respects on and as of the Lease Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall have been true and correct as of such earlier date;

(g) no Lease Event of Default has occurred and is continuing;

(h) all documents (including Customer Leases) required to be in effect with respect to the relevant Devices, are duly executed by each party other than Lessor;

(i) all Transaction Documents have been executed and delivered to Lessor and Lessees;

(j) receipt of evidence that all Agreed Start-Up Costs have been paid or will be paid simultaneously with the consummation of the Transaction;

(k) receipt by Lessor and Lessees of the Data File which contains all information for each Device Lease Schedule to which each Lessee and Lessor agree; and

(l) Lessees shall have obtained any approvals, legal opinions, filings or other documents reasonably requested by Lessor.

Lessees acknowledge and agree that this Agreement is not a committed facility and that Lessor is not obligated to purchase or lease any Devices to Lessee or enter into any Device Lease.

18

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Each Lessee represents and warrants to Lessor that, as of the Lease Closing Date (with reference to the circumstances existing on each such date):

SECTION 6.1 Organization and Good Standing

It has been duly organized or incorporated in, and is validly existing as a corporation, exempted company, partnership or limited liability company, as applicable, in good standing under, the Laws of its jurisdiction of organization or incorporation, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and will be conducted, except to the extent that such failure could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 6.2 Due Qualification

It is duly qualified to do business as a foreign organization in good standing, if applicable, and has obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which its ownership or lease of property or the conduct of its business (including its obligations under this Agreement) requires such qualifications, licenses or approvals, except where the failure to be in good standing or to hold any such qualifications, licenses and approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 6.3 Power and Authority; Due Authorization

It (i) has all necessary power and authority to (A) execute and deliver this Agreement and (B) carry out the terms of and perform its obligations under this Agreement, and (ii) has duly authorized by all necessary corporate, partnership or limited liability company action, as applicable, the execution, delivery and performance of this Agreement.

SECTION 6.4 Binding Obligations

This Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 6.5 No Violation

The due execution, delivery and performance by it of this Agreement shall not (i) violate or result in a default under, (A) its articles or certificate of incorporation, memorandum and articles of association, by-laws, certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, as applicable, or (B) in the context of

19

the transactions contemplated by this Agreement and the other Transaction Documents, any material indenture, agreement or instrument binding on it, (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or instrument, except for any Lien that could not reasonably be expected to have a Material Adverse Effect or that arises under the Transaction Documents, or (iii) violate in any material respect any Law applicable to it or any of its properties.

SECTION 6.6 No Proceedings

There are no actions, suits or proceedings by or before any arbitrator or governmental authority pending against or, to its Knowledge, threatened against or affecting it (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (ii) seeking to prevent the consummation of the purposes of this Agreement or the transactions contemplated hereby or (iii) that involve this Agreement.

SECTION 6.7 Licenses and approvals

No license, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for its due execution, delivery and performance of this Agreement or the transactions contemplated hereby, in each case, that has not been made or obtained other than registrations and notifications that are permitted to be obtained after the Lease Closing Date, which Servicer shall obtain or cause to be obtained within the statutorily prescribed timeframe.

SECTION 6.8 Software licenses

The execution and performance of the First Step Transfer Agreement and the Second Step Transfer Agreement do not infringe any licenses or other agreements for the use of the software connected to the Devices.

ARTICLE VII

COVENANTS

At all times from the Lease Closing Date to the Final Settlement Date, unless Lessor shall otherwise consent in writing:

SECTION 7.1 Affirmative Covenants

(a) Reporting Requirements . Each Lessee will furnish to Lessor promptly following a request therefor, any documentation Lessor reasonably requests relating to such Lessee, the transactions contemplated hereby or the Lessee Collateral in order to comply with its obligations under the Transaction Documents, protect Lessor’s interest as contemplated by this Agreement or any other Transaction Document or to comply with applicable Law; provided, Lessees shall not be required to furnish any information to the extent that any Lessee has determined in good faith it is prohibited from furnishing such other information by any Law or a Contractual Obligation or because such information is Relevant Personal Data subject to Section 7.1(h)

20

( Personal Data ) (it being understood and agreed that this Section 7.1(a) ( Reporting Requirements ) shall not be applied to augment the periodic reporting obligations of Sprint under Section 4(e) of the Performance Support Agreement).

(b) Change in Accountants . Promptly after the occurrence thereof, the relevant Lessee shall provide the Lessor notice of any change in the accountants of such Lessee.

(c) Preservation of Existence . Except as expressly permitted by Sections 5.2(h) or 5.2(i) of the Second Step Transfer Agreement, each Lessee shall (i) do all things necessary to remain duly organized, validly existing and qualified in good standing in its jurisdiction of organization, except where the failure to qualify or be in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) Compliance with Laws, Etc. Each Lessee shall comply with all applicable Laws, regulations and standards of all jurisdictions applicable to each party’s performance under this Agreement (including, without limitation, consumer protection requirements, the U.S. Foreign Corrupt Practices Act and international anti-money laundering laws applicable to it) except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Lessees shall also comply with all applicable international export laws and sanctions regulations applicable to it with respect to the export of the Devices except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e) Keeping of Records and Books of Account . Lessees shall (and shall cause Servicer to) maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Customer Receivables and any related contract in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, computer tapes, disks, Records and other information reasonably necessary or advisable for the collection and administration of all Customer Receivables (including records adequate to permit the daily identification of each new Customer Receivable and all Collections of and adjustments to each existing Customer Receivable). Lessees shall give Lessor prompt notice of any material change in its administrative and operating procedures referred to in the previous sentence.

(f) Furnishing of Information . Subject to any limitation in Section 7.1(h) ( Personal Data ), Lessees shall furnish or cause to be furnished to Lessor from time to time such information with respect to the Customer Receivables and other Lessee Collateral as Lessor may reasonably request (it being understood and agreed that this Section 7.1(f) ( Furnishing of Information ) shall not be applied to augment or duplicate the reporting obligations of Servicer under the Servicing Agreement).

(g) Inspection of Records . Upon reasonable advance notice by Lessor to Lessees, Lessees shall, at any time and from time to time during regular business hours, as requested by Lessor permit Lessor, or its agents or representatives, at the expense of Lessees (provided that unless a Lease Event of Default shall have occurred and be continuing, Lessees shall not be

21

responsible for the expense of any such inspections other than one inspection per year by Lessor) (i) to examine and make copies of and take abstracts from all books, records and documents (including computer tapes and disks) reasonably related to Lessee Collateral, including any related Customer Leases, and (ii) to visit the offices and properties of Lessees for the purpose of examining such materials described in clause (i), and to discuss matters reasonably related to the Customer Leases and Device Leases or Lessees’ performance hereunder, and under the other Transaction Documents to which any Lessee is a party, with any of the officers, directors, relevant employees or independent public accountants of the relevant Lessee having Knowledge of such matters. Subject to Section 20 ( Confidential Information ) of the MLS Intercreditor Agreement, Lessor and such agents and representatives shall be bound to treat any information received pursuant to this paragraph (g) as confidential.

(h) Personal Data . Notwithstanding anything in any Transaction Document to the contrary, each Lessee shall ensure that no Relevant Personal Data is transmitted or delivered to, or otherwise received by, Lessor if such transmission, delivery or receipt would result in the violation by such Person of any Applicable Data Protection Laws or any Contractual Obligation; provided that, upon the request of Lessor at any time after a Lease Event of Default has occurred and is continuing, the relevant Lessee shall, in each case, at its own expense, co-operate, assist and otherwise take all necessary actions as may be required to ensure that all Relevant Personal Data is transferred to Lessor (or such other Person as Lessor may direct) in accordance with all applicable Law and any Contractual Obligations, including entering into any further deeds or documents which may be required to comply with any such legislation or regulations relating to data protection.

(i) Notification of Default. Lessees shall furnish to Lessor and Collateral Agent as soon as possible and in any event within two (2) Business Days after any Lessee obtains Knowledge of (A) the occurrence of any Lease Event of Default or Lease Default, a statement by an appropriate officer of the relevant Lessee setting forth details of such Lease Event of Default or Lease Default and the action which it proposes to take with respect thereto, which information shall be updated promptly from time to time; (B) any litigation, investigation, proceeding or fact or circumstance that may exist at any time between it and any Person that could reasonably be expected to result in a Material Adverse Effect or any litigation or proceeding to which it is a party relating to any Transaction Document, notice of such litigation, investigation, proceeding, fact or circumstance; and (C) the existence of a Material Adverse Effect, notice of such Material Adverse Effect.

(j) Audit. In relation to the administration of Devices and the Device Leases, each Lessee shall upon reasonable advance notice provide access to its databases to Deloitte or another independent accounting firm selected by Lessor not more than twice per calendar year, on a confidential basis, at the expense of Lessor, to confirm compliance in all material respects of certain procedures with respect to certain documents and records relating to the administration of Device, Customer and Customer Lease information, including without limitation the following:

(i) access to database to confirm, among others, the identity, ownership, pricing and status of the Devices,

22

(ii) access to database to confirm, among others, the name and contact details of the Customers, control compliance with underwriting standards, and compliance with relevant policies and laws, and

(iii) access to database to confirm the existence and details of the Customer Leases.

SECTION 7.2 Negative Covenants

At all times from the Lease Closing Date to the Final Settlement Date, unless Lessor (and, with respect to Section 7.2(c)(ii), the Collateral Agent) shall otherwise consent in writing:

(a) No Modification of a Device . Lessees will not modify, alter or change the Devices in any Lessee’s possession, and will not permit the Devices in any Lessee’s possession to be modified, altered or changed; provided, however, none of the Lessees shall be responsible for any modifications, alterations or changes made by Customers or for any repairs made by a third-party maintenance provider on behalf of any Customer; provided, further, this Section 7.2(a) shall not restrict Like-Kind Exchanges or Customer Upgrades.

(b) No Modification of Customer Leases . Lessees shall not amend, waive or otherwise modify any term or condition of any Customer Lease, other than for the avoidance of doubt, any amendments, waivers and modifications made by Servicer in accordance with the Servicing Agreement or this Agreement and any amendments, waivers or modifications made by Lessees in accordance with Section 5.2(j) of the Second Step Transfer Agreement.

(c) Change in Credit and Collection Policy, Upgrade Policy or Business . Lessees shall not (i) make or consent to any change or amendment to the Credit and Collection Policy, other than for the avoidance of doubt, any changes or amendments made by Servicer in accordance with the Servicing Agreement, (ii) amend or otherwise modify (or permit to be amended or otherwise modified) the Assigned Lease Upgrade Policy Provision for any Device subject to a Customer Lease during the Term of a Device Lease for such Device, including any modification to any portion of the Upgrade Policy that has the effect of modifying the Assigned Lease Upgrade Policy Provision (provided that Lessor’s and Collateral Agent’s consent to any such waiver or modification shall not be unreasonably withheld or delayed) or (iii) make any change in the character of their business.

(d) Dilution. No Lessee shall take any action or omit to take any action that is within the relevant Lessee’s control that would cause a Dilution (if taken by Servicer, any Sub-Servicer or any of their agents or representatives); provided that this Section 7.2(d) ( Dilution ) shall not limit Servicer’s ability to take actions and pay Dilutions under Section 2.9 ( Termination of a Device Lease ) or Section 2.13(b) ( Upgrade Exchanges ) or under the Servicing Agreement.

23

ARTICLE VIII

EXCLUSION OF LIABILITY; ACKNOWLEDGEMENT

SECTION 8.1 Exclusion of Liability

(a) To the full extent permitted by any applicable Law, each party excludes all express or implied terms, conditions and warranties other than those set out herein and in each Device Lease.

(b) Except as expressly provided for under the Transaction Documents, Lessor shall have no liability for:

(i) replacing the relevant Devices with the same or similar Devices, or paying the cost of replacing the relevant Devices, such obligation to remain at all times with the relevant Lessee under the relevant Customer Lease; or

(ii) repairing the relevant Devices or paying for their repair, such obligation to remain at all times with the relevant Lessee in accordance with the relevant Customer Lease.

(c) If the supplier or manufacturer of Devices has given Lessor warranties for those Devices then, to the full extent permitted by Law, the relevant Lessee or Servicer may during the Term make any claim on the supplier or manufacturer that Lessor could have made.

(d) Lessees shall not be liable for any default or other underperformance by any Customer under its Customer Lease.

SECTION 8.2 Acknowledgments . Each Lessee acknowledges that:

(a) it has not relied on Lessor’s skill or judgment in deciding to enter into any Device Lease;

(b) it has taken its own advice as to the taxation, accounting and financial consequences of entering into any Device Lease, and has not relied on Lessor in relation to any of these matters;

(c) it does not enter into any Device Lease as trustee of any trust or settlement;

(d) it alone is responsible for examining the Devices before accepting them and for satisfying itself of, among other things:

(i) their compliance with their description;

(ii) their condition, suitability and fitness for Lessee’s purposes; and

(iii) the validity of any supplier’s, manufacturer’s or dealer’s warranties or guarantees and entitlements to patents or other intellectual property rights;

(e) except for any representation, warranty or undertaking that may be implied by Law, Lessor has not made any representation, warranty or undertaking about the condition or quality of any Devices, their suitability or fitness for purpose, or their safety; and

24

(f) Lessor may (but is not obliged to) do anything which should have been done by a Lessee under a Device Lease but which Lessor reasonably considers the relevant Lessee has not done properly.

ARTICLE IX

COLLATERAL

SECTION 9.1 Granting Clause to Lessor . In order to secure the prompt and full payment and performance as and when due of any and all obligations and indebtedness of Lessees to Lessor under this Agreement, now existing or hereafter created, each Lessee hereby collaterally assigns to Mobile Leasing Solutions for the benefit of Series 2, and grants to Mobile Leasing Solutions for the benefit of Series 2 a security interest, in, all of such Lessee’s right, title and interest in, to and under all of the following personal property, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Lessee, and regardless of where located, in each case, solely to the extent relating to the Devices and the Customer Leases (all of which will be collectively referred to as the “ Lessee Collateral ”), including:

(1) all Accounts;

(2) all Chattel Paper;

(3) all Documents;

(4) all Deposit Accounts (including the Servicer Collection Accounts);

(5) all Commercial Tort Claims (now or hereafter arising);

(6) all Customer Leases;

(7) the Transfer Agreements; and

(8) all accessions to, substitutions for and replacements, proceeds, insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto.

SECTION 9.2 Granting Clause to Collateral Agent. Additionally, (i) each Lessee hereby grants to Collateral Agent a security interest, solely to the extent relating to the Devices and the Customer Leases, in all of such Lessee’s right, title and interest in, to and under the Servicer Collection Accounts and all proceeds of the foregoing and (ii) the Lessee Representative hereby grants to Collateral Agent a security interest in all of such Lessee Representative’s right, title and interest in, to and under the Lessee Representative Account (Tranche 2) and the Upgrade Reserve Account (Tranche 2) and all proceeds of the foregoing.

SECTION 9.3 UCC Financing Statements . Each Lessee authorizes Lessor to file, transmit, or communicate, as applicable, from time to time, Uniform Commercial Code financing statements, along with amendments and modifications thereto, in all filing offices reasonably selected by Lessor, listing the applicable Lessee as the debtor and Mobile Leasing Solutions for

25

the benefit of Series 2 as the secured party, and describing the collateral covered thereby in such manner as Lessor may elect, in each case without such Lessee’s signature. Each Lessee also hereby ratifies its authorization for Lessor to have filed in any filing office any financing statements filed prior to the date hereof.

SECTION 9.4 No Assumption of Liability . The Lien on Lessee Collateral granted hereunder is given as security only and shall not subject Lessor to, or in any way modify, any obligation or liability of Lessees relating to any Lessee Collateral.

SECTION 9.5 Further Assurances . Promptly upon request, but not later than three Business Days thereafter, each Lessee shall deliver such instruments, assignments, or other documents or agreements, and shall take such actions, as Lessor reasonably deems appropriate under applicable Law to evidence or perfect its Lien on any Lessee Collateral, or otherwise to give effect to the intent of this Agreement.

SECTION 9.6 Power of Attorney . In addition to all of the powers granted to Lessor in this Article IX, each Lessee hereby appoints and constitutes Lessor as such Lessee’s attorney-in-fact to sign such Lessee’s name on any documents, instruments and other items consistent with the terms of this Agreement and the other Sprint Transaction Documents which Lessor may deem necessary or advisable to accomplish the purposes hereof (but Lessor shall not be obligated to and shall have no liability to any Lessee or any third party for failure to so do or take action), and, upon the occurrence and during the continuance of a Lease Event of Default, (i) to convey any item of Lessee Collateral to any purchaser thereof and (ii) to make any payment or take any act necessary or desirable to protect, collect or preserve any Lessee Collateral. Lessor’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Lessee Collateral and to take any other actions arising from or incident to the powers granted to Lessor under this Agreement. This power of attorney is coupled with an interest and is irrevocable.

ARTICLE X

TAXES

SECTION 10.1 Consistency of Treatment. Lessor, Servicer, and Lessees acknowledge and agree, for all U.S. federal, state and local income tax purposes, the parties intend (i) to treat the Cash Purchase Price under the Second Step Transfer Agreement at closing as amounts loaned by Lessor for which the Devices provide security, and to treat the Rental Payments payable to Lessor under the Device Leases created by this Agreement and each Device Lease Schedule as payments on such indebtedness owed to the Lessor, and (ii) not to treat such Device Leases as “true leases” or treat the Lessor as the owner of the Devices. The Lessor, Servicer, and Lessees agree not to take any position on any federal, state or local income tax return or filing that is inconsistent with the previous sentence unless, after the Lease Closing Date, a Change in Law occurs and, as confirmed by an Opinion of Counsel and after consultation in good faith with Lessor, Servicer and Lessees and their respective tax advisors, there is no substantial authority, within the meaning of Section 6662 of the Code, for such treatment, or there is a Final Determination of such treatment.

26

SECTION 10.2 Taxes . The Lessees will be responsible for Taxes with respect to the Device Leases as provided in the Tax Services Agreement.

SECTION 10.3 Payments . All payments made, or deemed made, pursuant to this Agreement shall be made free and clear of, and without deduction for, any Taxes except to the extent required by applicable law. Prior to withholding any Taxes other than Lessee Covered Taxes from any payment hereunder, Lessee(s) and/or Servicer shall consult with Lessor in good faith as to the withholding to be made.

SECTION 10.4 Gross Up. If a withholding or deduction of Lessee Covered Taxes is required by law, with respect to any payment made to Lessor under a Device Lease during the Term of such Device Lease, Servicer and/or relevant Lessee(s) shall:

(a) withhold or deduct the required amount from the covered payment;

(b) pay (or procure the payment of) directly to the relevant authority the full amount required to be so withheld or deducted;

(c) promptly forward to the recipient, with a copy to Lessor, an official receipt or other documentation reasonably satisfactory to Lessor evidencing such payment to such authority; and

(d) pay (or procure the payment of) to Lessor such additional amount or amounts as is necessary to ensure that the net amount actually received by Lessor will equal the full amount Lessor would have received had no such withholding or deduction of Lessee Covered Taxes been required.

SECTION 10.5 Non-Duplication . The parties acknowledge that Lessor (and the Series 2 Members) have entered into the Tax Services Agreement with Servicer and Sprint and that such agreement addresses matters covered by this Agreement, and, specifically, provides an indemnity to Lessor for Lessee Covered Taxes. The Parties agree that indemnities calculated in respect of the Tax Services Agreement shall take into account any gross-up made under Section 10.4 ( Gross Up ) to the extent required to avoid duplication.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1 Amendments, etc.

No amendment or other modification of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the parties hereto and, if such amendment or other modification has the effect of changing Section 2.11(c)(i) of this Agreement, this Section 11.1, Section 11.6 or Schedule 6 to this Agreement, consented to by Brightstar (such consent not to be unreasonably withheld or delayed). No waiver of an obligation of any party hereto shall be effective unless in writing and signed by the other parties hereto.

27

SECTION 11.2 No Waiver

No failure on the part of any party hereto to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by Law.

SECTION 11.3 Notices

Section 21 ( Notices ) of the MLS Intercreditor Agreement is incorporated into this Agreement by way of reference.

SECTION 11.4 Data File

The parties agree that the Data File to be delivered on or about the Lease Closing Date shall become an integral part of this Agreement on the Lease Closing Date.

SECTION 11.5 Binding Effect

The parties to this Agreement may not assign any rights under this Agreement, except with the consent of the other parties to this Agreement except Lessor may collaterally assign its rights under this Agreement for the benefit of the Finance Parties.

SECTION 11.6 Third Party Rights

This Agreement shall, to the extent provided herein, inure to the benefit of the Finance Parties. Each party hereto acknowledges that Lessor’s rights under this Agreement may be assigned to Collateral Agent and consents to such assignment and to the exercise of those rights directly by Collateral Agent. Each party hereto acknowledges that Brightstar is an express third party beneficiary of Section 2.11(c)(i) of this Agreement, Section 11.1, this Section 11.6 and Schedule 6 to this Agreement.

SECTION 11.7 Execution in Counterparts; Integration

This Agreement may be executed in any number of counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Executed counterparts may be delivered electronically. This Agreement, together with the other Transaction Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings with respect hereto.

SECTION 11.8 Governing Law

THIS AGREEMENT AND THE DEVICE LEASES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF).

28

SECTION 11.9 Waiver of Jury Trial

EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, THE DEVICE LEASES, ANY OTHER TRANSACTION DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY.

SECTION 11.10 Consent to Jurisdiction; Waiver of Immunities

EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT:

(a) IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

(b) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.

SECTION 11.11 No Proceedings

The provisions of Section 24.2 ( No Proceedings against MLS ) of the MLS Intercreditor Agreement shall apply as if fully set forth herein.

SECTION 11.12 Severability

Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

29

SECTION 11.13 Mobile Leasing Solutions as Series LLC

Each Party hereto hereby acknowledges and agrees that Mobile Leasing Solutions is a series limited liability company, and that accordingly the obligations and liabilities of Lessor hereunder and under the other Transaction Documents are and will be enforceable against Lessor solely to the extent of the Series 2 Assets, and not against any other assets of Mobile Leasing Solutions or against any other Series of Mobile Leasing Solutions or any assets of any such other Series (whether held directly by such Series or by Mobile Leasing Solutions on behalf of such other Series).

SECTION 11.14 Limited Recourse .

Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, the obligations and liabilities of Lessor under each of the Transaction Documents to which it is a party are solely the obligations and liabilities of Lessor and shall be payable solely to the extent of the Series 2 Pledged Assets, and the proceeds of the realization thereof from whatever means, applied in accordance with the MLS Intercreditor Agreement and the other Transaction Documents. If the Series 2 Pledged Assets and the proceeds of the realization thereof from whatever means, including pursuant to the enforcement of the MLS Security Documents, applied in accordance with the MLS Intercreditor Agreement and the other Transaction Documents, are insufficient to discharge in full the obligations and liabilities of Lessor under this Agreement and the other Transaction Documents, the rights of the other Parties to receive any further amounts in respect of such obligations and liabilities shall be extinguished and none of the other Parties may take any further action to recover such amounts. For the avoidance of doubt, no recourse shall be had to the assets of Mobile Leasing Solutions or the assets of any Series of Mobile Leasing Solutions other than the Series 2 Pledged Assets to satisfy the obligations and liabilities of Lessor under this Agreement or any other Transaction Document.

30

SIGNATURE PAGE (MASTER LEASE AGREEMENT)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized signatories as of the day and year first above written.

This is Counterpart No. 1 of a total of 5 counterparts. Only Counterpart No. 1 shall be considered chattel paper for purposes of the Uniform Commercial Code and a security interest may be perfected only by Counterpart No.1.

[S-1 Signature Page to the Master Lease Agreement]

This is Counterpart No. 1 of a total of 5 counterparts. Only Counterpart No. 1 shall be considered chattel paper for purposes of the Uniform Commercial Code and a security interest may be perfected only by Counterpart No.1.

[S-2 Signature Page to the Master Lease Agreement]

This is Counterpart No. 1 of a total of 5 counterparts. Only Counterpart No. 1 shall be considered chattel paper for purposes of the Uniform Commercial Code and a security interest may be perfected only by Counterpart No. 1.

[S-3 Signature Page to the Master Lease Agreement]

This is Counterpart No. 1 of a total of 5 counterparts. Only Counterpart No. 1 shall be considered chattel paper for purposes of the Uniform Commercial Code and a security interest may be perfected only by Counterpart No. 1.

[S-4 Signature Page to the Master Lease Agreement]

This is Counterpart No. 1 of a total of 5 counterparts. Only Counterpart No. 1 shall be considered chattel paper for purposes of the Uniform Commercial Code and a security interest may be perfected only by Counterpart No. 1.

[S-5 Signature Page to the Master Lease Agreement]

APPENDIX A

DEFINITIONS

“ 1934 Act ” means the Securities Exchange Act of 1934;

“ Account Bank ” has the meaning given to that term in the Servicing Agreement;

“ Account Control Agreement ” has the meaning given to that term in the Servicing Agreement;

“ Actual Repair Costs ” means the amounts specified in Schedule 6 ( Repair Costs ) or any updated amounts provided by the Lessee Representative from time to time reflecting the actual repair costs generally charged by Sprint for repairs of the Eligible Devices;

“ Affiliate ” means, with respect to any Person, another Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, however, for purposes of the Sprint Transaction Documents, neither Brightstar nor any of its Subsidiaries shall be considered Affiliates of any Sprint Party;

“ Agreed Schedule Information ” means, with respect to a Device Lease:

“ Agreed Start-Up Costs ” means all costs and expenses which Lessor is responsible to pay in the amount agreed between the Lessor and the relevant provider of services and consented to by the Lessees;

“ Agreement ” has the meaning given to that term in the preamble of this Agreement;

“ Applicable Data Protection Law ” means all relevant provisions of the Data Protection Act 1998 and any other applicable data protection legislation, guidelines and industry standards (to the extent applicable) in the jurisdictions from which and to which the relevant Services are to be performed;

“ Approved Devices ” means each of the devices listed on the Schedule of Approved Devices as the same may be updated and amended (or deemed updated or amended) from time to time in accordance with Section 2.6 ( Approved Devices ) of this Agreement;

“ Assigned Lease Upgrade Policy Provision ” has the meaning given to that term in the Servicing Agreement;

“ Available Funds ” has the meaning given to that term in the Servicing Agreement;

“ Bankruptcy Code ” means Title 11 of the United States Code;

“ Brightstar ” means Brightstar Corp., a Delaware corporation;

“ Business Day ” means a day other than Saturday or Sunday on which commercial banks in New York City, New York are not authorized or required to be closed for business;

“ Carryover Amount ” has the meaning given to that term under Section 2.8 ( Rent and Other Payments ) of this Agreement;

“ Cash Purchase Price ” has the meaning given to that term in the Second Step Transfer Agreement;

“ Change in Law ” means any amendment to or change in the Tax laws (or any regulations or rulings thereunder) of a jurisdiction or any political subdivision thereof, or any amendment or change in the administrative or judicial interpretation of such laws, which becomes legally effective with respect to the relevant documents or transactions, and which occurs or is announced after the date of this Agreement. For the purpose of this definition “change” includes the introduction of a new law or interpretation, but does not include as of any date a proposal that is not effective;

“ Change of Control ” means the occurrence of any of the following:

“ Collateral Agent ” has the meaning given to that term in the preamble of this Agreement;

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound which has been entered into in good faith;

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and “ Controlling ” and “ Controlled ” have meanings correlative thereto ;

“ Credit and Collection Policy ” has the meaning given to that term in the Servicing Agreement;

“ Customer ” means the “lessee” of a Device under a Customer Lease and an obligor on a related Customer Receivable;

“ Customer Lease ” means a contract originally entered into between an Originator and a Customer, (i) in substantially the form attached as Schedule 4 of this Agreement or (ii) solely with respect to an Upgraded Customer Lease, in substantially such other form as Servicer provides Lessor; provided that, without the prior written consent of Lessor (such consent not to be unreasonably withheld or delayed), such other form of lease shall not vary from the form attached as Schedule 4 of this Agreement in any manner that could have a material adverse effect on Lessor, its creditors or the Series 2 Members;

“ Customer Lease-End Rights and Obligations ” has the meaning given to that term in the Second Step Transfer Agreement;

“ Customer Lease Term ” means, with respect to any Customer Lease, the period beginning at the time such Customer Lease and the associated Device are contributed by an Originator to a Lessee and ending on the last day of the relevant Customer’s obligatory monthly rental payment obligations under such Customer Lease as set forth in the relevant Device Lease Schedule;

“ Customer Receivable ” means all rental and other payment obligations of a Customer under the relevant Customer Lease attributable to any date on or after the Cutoff Date (excluding any amounts billed prior to the Cutoff Date); provided that, for purposes of determining whether such Customer Receivable is a Defaulted Customer Receivable or Delinquent Receivable or whether the relevant Customer Lease is an Eligible Lease, “Customer Receivable” shall mean all rental and other payment obligations of a Customer under the relevant Customer Lease attributable to any date during the term of such Customer Lease;

“ Customer Rentals ” means all Customer rental payments under the relevant Customer Lease (and Rent Dilutions in respect thereof) transferred by Servicer to the MLS Collection Account (Tranche 2);

“ Customer Upgrade ” means any exchange of a Device for a Next Generation Device pursuant to the iPhone Forever Program;

“ Cutoff Date ” means February 29, 2016;

“ Data File ” means the Adobe Acrobat pdf-file in read-only format with file name “Device Lease ScheduleTranche2.pdf” on a CD ROM identified and agreed to by Lessees and Lessor on the Lease Closing Date as the same may be amended from time to time in accordance with Section 2.14 ( Updates to Devices Subject to Device Leases and Data File) of this Agreement;

“ Defaulted Customer Receivable ” means any Customer Receivable, or any part thereof, which is written off or remains unpaid for more than sixty (60) days or for which any Lessee or Servicer has any Knowledge that the Customer thereon is subject to an Insolvency Event;

“ Defaulted Device Return ” means (a) the failure by a Customer to timely return a Device pursuant to the terms of the Customer Lease on or prior to the Required Return Date therefor and such Customer’s Customer Lease represents a Defaulted Customer Receivable; or (b) the return of a Device by a Customer not in the Device Return Condition;

“ Delinquent Receivables ” means any Customer Receivable that is considered in collections pursuant to the Credit and Collections Policy, provided, that upon such Customer Receivable being written off in accordance with the Credit and Collections Policy, such Customer Receivable shall not be considered a Delinquent Receivable;

“ Device ” means a mobile wireless handset that is subject to a Device Lease at the time such handset is initially acquired by Lessor;

“ Device Lease ” has the meaning given to that term under Section 2.1(a) ( Agreement to Lease ) of this Agreement;

“ Device Lease Commencement Date ” means with respect to a Device Lease, the commencement date of such Device Lease as specified in the relevant Device Lease Schedule;

“ Device Lease Early Termination Amount ” means with respect to a Device under a Device Lease that has been terminated prior to the end of the Term, an amount equal to the sum of (a) any previously unpaid Rental Payments, (b) the Rental Payments that would have accrued under such Device Lease during the remainder of the Scheduled Customer Lease Term, if any, plus (b) the Device Residual Value of such Device as of the Expected Sales Date of such Device;

“ Device Lease Expiration Date ” means with respect to a Device Lease, the scheduled expiration date of such Device Lease as set forth in the relevant Device Lease Schedule;

“ Device Lease Payment Date ” means the last Business Day of a calendar month (commencing May 31, 2016) unless otherwise provided in the Device Lease Schedules;

“ Device Lease Schedule ” means a schedule substantially in the form of Schedule 1 to this Agreement and initially included in the Data File, as the same may be amended from time to time in accordance with Section 2.14 ( Updates to Devices Subject to Device Lease and Data File ) of this Agreement;

“ Device Repurchase Agreement ” means the Device Repurchase Agreement (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date, between the Originators and Lessor;

“ Device Residual Value ” means the device residual value as set forth in Schedule 2 (Device Residual Values);

“ Device Return Address ” means the following address:

“ Device Return Condition ” means with respect to a Device, the return conditions described below:

“ Dilution ” means (i) an Upgrade Dilution or (ii) a reduction in the Unpaid Balance attributable to any modification of any Customer Lease by Servicer (or any Sub-Servicer or any agent or representative of either thereof) after the contribution thereof to the relevant Lessee, including as a result of any non cash items including credits, rebates, billing errors, cash discounts, volume discounts, allowances, disputes, set offs, counterclaims, charge-backs, returned or repossessed goods, sales and marketing discounts, warranties, any unapplied credit memos and other adjustments that are made in respect of a Customer Lease and shall include, but not be limited to, circumstances in which Servicer (or any Sub-Servicer or any agent or representative of either thereof):

“ Eligible Devices ” means any Approved Device;

“ Eligible Leases ” means, initially as of the Cutoff Date, and thereafter as of any date of determination (unless otherwise specified below), a Customer Lease:

“ Excess Amount ” has the meaning given to that term under Section 2.8(a)(i) of this Agreement;

“ Exchanged Customer Lease ” means the Customer Lease with respect to an Exchanged Device;

“ Exchanged Device ” means a Device exchanged by a Customer for an Upgraded Device in connection with a Customer Upgrade;

“ Expected Sales Date ” means, with respect to a Device, the expected sales date of such Device as of the commencement of the Device Lease, in each case, as specified in the relevant Device Lease Schedule;

“ Final Determination ” means the final resolution of liability for any Lessee Covered Tax, for any issue and for any taxable period, by or as a result of (i) IRS Form 870-AD (or any similar or successor IRS form) or a comparable form under any state, local or foreign law on the date of acceptance by or on behalf of the relevant Tax Authority, except that a Form 870-AD or comparable form that reserves the right of the taxpayer to file a claim for refund and/or the right of the Tax Authority to assert a further deficiency shall not constitute a Final Determination with respect to the item or items so reserved, (ii) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed or reheard (except that a decision of a U.S. Court of Appeals or highest state court shall be considered final notwithstanding the possibility of an application for a writ of certiorari can be made to the U.S. Supreme Court, unless such a writ has been applied for and granted), (iii) a closing agreement or similar agreement entered into with a Tax Authority in connection with an administrative or judicial proceeding, (iv) an allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods of limitations during which such refund or credit may be recovered by the jurisdiction imposing the Tax, (v) any other final resolution, including by reason of the expiration of the applicable period of limitations or the execution of a pre-filing agreement with the applicable Tax Authority, or (vi) the occurrence of any event which the Servicer and Lessor agree in writing is a Final Determination;

“ Final Settlement Date ” means, initially July 28, 2018, or if such date is not a Business Day, the immediately following Business Day; provided that, if the MLS Series A-2 Member Amount and the MLS Series B-2 Member Amount are not paid in full on such date (or a subsequent Final Settlement Date) (for the avoidance of doubt, after giving effect to the application of the proceeds of all purchases made under the Device Repurchase Agreement on or prior to such date), the “Final Settlement Date” shall automatically be extended to, and shall be deemed to be, the next succeeding Settlement Date; provided further that, if the Lessees, Lessor, the Senior Agent (to the extent any Senior Loans are outstanding) and each Senior Subordinated Loan Creditor (to the extent any Senior Subordinated Loans are outstanding) agree on an earlier date than any such Final Settlement Date, such earlier date shall be the “Final Settlement Date”;

“ Finance Parties ” has the meaning given to that term in the Servicing Agreement;

“ First Step Transfer Agreement ” means the First Step Transfer Agreement (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date among Lessees and each other Person party thereto as an Originator;

“ Fixed Price ” means, with respect to any Exchanged Device, the “Fixed Price” applicable to such Exchanged Device under the Forward Purchase Agreement (without giving effect to the exchange of such Exchanged Device in connection with a Customer Upgrade);

“ Forward Purchase Agreement ” means the Forward Purchase Agreement (Tranche 2), dated on or about the Lease Closing Date, between Lessor, as seller and the Forward Purchaser;

“ Forward Purchaser ” means Hon Hai Precision Ind. Co., Ltd. as purchaser;

“ GAAP ” means, generally accepted accounting principles in the United States of America;

“ Governmental Authority ” means any federal, state, regional or local government or political subdivision thereof and any Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government;

“ Grade A ” means with respect to a Device, such Device is like new.

“ Grade B ” means with respect to a Device, such Device is fully functional with no technical problems, but does not satisfy Grade A.

“ Guarantor ” means Sprint;

“ Incremental Rate ” has the meaning given to that term in Schedule 5 ( Additional Information );

“ Insolvency Event ” shall be deemed to have occurred with respect to a Person if either:

(a) (i) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator (or other similar official) for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any Law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue unstayed or undismissed for a period of sixty (60) days; or (ii) an order for relief in respect of such Person shall be entered in an involuntary case under federal bankruptcy laws or other similar Laws now or hereafter in effect; or

(b) such Person (i) shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar Law now or hereafter in effect, (ii) shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other

similar official) for, such Person or for any substantial part of its property, or (iii) shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors (or any board or Person holding similar rights to control the activities of such Person) shall vote to implement any of the foregoing;

“ iPhone Forever Program ” means the program offered by Sprint and its Affiliates pursuant to which a Customer may, subject to Sprint’s Upgrade Policy as of any applicable date of determination, elect to trade in the Device subject to such Customer’s Customer Lease for a Next Generation Device;

“ Knowledge ” means, with respect to any Person (other than an individual) as to any event or circumstance, the actual knowledge of a Responsible Officer of such Person (without independent investigation or inquiry and without imputing to such Responsible Officer the knowledge of any third party) or receipt by such Person of written notice of such event or circumstance;

“ Laws ” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law;

“ Lease Closing Date ” means the date on which all conditions precedent pursuant to Article V ( Conditions precedent ) have been satisfied or waived;

“ Lease Closing Date Customer Leases ” has the meaning given to that term under the Second Step Transfer Agreement;

“ Lease Closing Date Devices ” has the meaning given to that term under the Second Step Transfer Agreement;

“ Lease Default ” means an event or circumstance which, after the giving of notice or lapse of time, or both, would become a Lease Event of Default;

“ Lease Event of Default ” has the meaning given to that term under Section 3.1 ( Lease Events of Default ) of this Agreement;

“ Lessee ” has the meaning given to that term in the preamble of this Agreement;

“ Lessee Collateral ” has the meaning given to that term under Section 9.1 ( Granting Clause to Lessee ) of this Agreement;

“ Lessee Covered Taxes ” has the meaning given that term under the Tax Services Agreement;

“ Lessee Indemnitee ” has the meaning given to that term under Section 4.1(a) ( Indemnities ) of this Agreement;

“ Lessee Representative ” has the meaning given to that term under the Second Step Transfer Agreement;

“ Lessee Representative Account (Tranche 2) ” has the meaning given to that term under the Servicing Agreement;

“Lessor” has the meaning given to that term in the preamble of this Agreement;

“ Lessor ’ s Liens ” means (a) any Lien arising out of a voluntary or involuntary transfer by Lessor of any of its rights, title or interest in the Devices or the Device Leases (other than (i) this Lease or any Transaction Document, (ii) any transfer to any Sprint Party, as a result of a Lease Event of Default or in connection with the exercise by the relevant Sprint Party of any rights or options under the Transaction Documents or (iii) any Lien arising by, through or under any Lessee) or (b) any Lien of any Person arising by, through or under Lessor, not based upon or relating to the Transaction Documents or the transactions contemplated thereby;

“ Liabilities ” has the meaning given to that term under Section 4.1(a) ( Indemnities ) of this Agreement;

“ Lien ” means any mortgage, deed of trust, pledge, security interest, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing;

“ Like-Kind Exchange ” means, with respect to a Customer Lease, an exchange of a Device pursuant to which the replacement Device is a Type of Device that is currently an Approved Device that satisfies the Device Return Condition, is the same Type (or a Type with a higher Device Residual Value) as the exchanged Device, and with respect to which the scheduled Customer Receivables under the modified Customer Lease are not less in amount, frequency and number than under the Customer Lease immediately prior to such modification;

“ Like-Kind Exchange Device ” means a replacement Device subject to a Like-Kind Exchange;

“ Logistics Services Provider ” has the meaning given to that term under the Servicing Agreement;

“ Material Adverse Effect ” means, with respect to any event or circumstance, a material adverse effect on:

“ Members ” has the meaning given to that term in the MLS LLC Agreement;

“ MLS Collection Account (Tranche 2) ” means the account notified by the Lessor in writing to Servicer, Lessees and Collateral Agent;

“ MLS Intercreditor Agreement ” means the Intercreditor Agreement (Tranche 2) dated on or about the Lease Closing Date among the Lessee Representative, the Senior Agent, the Senior Subordinated Loan Creditors, Lessor and the other parties thereto;

“ MLS LLC Agreement ” means the Second Amended and Restated Limited Liability Company Agreement of Mobile Leasing Solutions, dated on or about the date hereof, between the Members;

“ MLS Security Documents ” has the meaning set forth in the MLS Intercreditor Agreement;

“ MLS Series A-2 Member Amount ” has the meaning set forth in the MLS Intercreditor Agreement;

“ MLS Series B-2 Member Amount ” has the meaning set forth in the MLS Intercreditor Agreement;

“ Mobile Leasing Solutions ” means Mobile Leasing Solutions, LLC, a Delaware limited liability company;

“ Near Prime Customer ” means any Customer under a Customer Lease that was not a Prime Customer as of the date of origination of the relevant Lease Closing Date Customer Lease or, in the case of a Customer Lease that is an Upgraded Customer Lease, as of the date of origination of the Related Original Customer Lease, and which as of the date of origination of the relevant Lease Closing Date Customer Lease or, in the case of a Customer Lease that is an Upgraded Customer Lease, as of the date of origination of the Related Original Customer Lease (i) had a credit class designation of “Q2”, “H1”, “S5” or “T4”, or any equivalent credit class as set forth in the Credit and Collection Policies, and (ii) required a down payment of less than 35% of the device manufacturer’s suggested retail price, by the internal scoring system of the Servicer or an Originator;

“ Next Generation Device ” means (i) with respect to a Lease Closing Date Device, any new model (other than an entry model (i.e., with a “C” or “SE” designation)) of Apple iPhone launched after the Lease Closing Date and (ii) with respect to an Upgraded Device, any new model (other than an entry model (i.e., with a “C” or “SE” designation)) of Apple iPhone launched after the relevant Upgrade Date.

“ Nominated Agent ” means, with respect to a Party, a Person appointed to act as that Party’s agent with respect to that Party’s obligations and rights under the Transaction Documents;

“ Non-Return Remedies ” has the meaning given to that term under Section 2.12(b) ( Non-Return Remedies ) of this Agreement;

“ Non-Return Remedies Commencement Date ” means:

“ Non-Returned Device ” means any Device that is subject to a Defaulted Device Return;

“ Opinion of Counsel ” means the written opinion of a nationally or internationally recognized counsel that is selected by a Party to decide questions of law raised by Transaction Documents;

“ Originators ” has the meaning given to that term under the First Step Transfer Agreement;

“ Party ” and “ Parties ” means, with respect to any Transaction Document, each party to the relevant agreement;

“ Performance Support Agreement ” means the Performance Support Agreement (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date, between Sprint and Lessor;

“ Performance Support Provider ” means Sprint;

“ Permitted Device Liens ” means

“ Permitted Holder ” means SoftBank and its Affiliates;

“ Person ” means a natural individual, partnership, sole proprietorship, limited liability company, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, Governmental Authority or any other entity of whatever nature;

“ Present Value Device Lease Amount ” means an amount equal to the sum of (a) all previously accrued and unpaid Rental Payments, if any, plus (b) the remaining Rental Payments that would have accrued during the remainder of the Scheduled Customer Lease Term, if any, discounted to present value at the Incremental Rate;

“ Prime Customer ” means any Customer that was categorized as “Prime” by the internal scoring system of the Servicer or an Originator as of the date of origination of the relevant Lease Closing Date Customer Lease or, in the case of a Customer Lease that is an Upgraded Customer Lease, as of the date of origination of the Related Original Customer Lease, or had graduated to such status as of the Cutoff Date;

“ Protected Customers ” means any current or former Customer that (i) is or has been subject to protections under the Servicemembers Civil Relief Act (the “ SCRA ”), but only with respect to, and to the extent of, Customer Receivables that are subject to the protections of the SCRA, or (ii) is a debtor in a bankruptcy proceeding, to the extent that the automatic stay applies to such debtor’s Customer Receivables under Section 362 of the Bankruptcy Code;

“ PUK ” means personal identification number unlock key;

“ Records ” means all contracts (including the Customer Lease), if any, and other documents, purchase orders, invoices, agreements, books, records and any other media, materials or devices for the storage of information (including tapes, disks, punch cards, computer programs and databases and related property) maintained by Servicer or Lessees with respect to the Customer Receivables;

“ Related Original Customer Lease ” means, in respect of any Upgraded Customer Lease of an Upgraded Device, the Lease Closing Date Customer Lease of the Related Original Device with respect to such Upgraded Device;

“ Related Original Device ” means, in respect of any Upgraded Device, the respective corresponding Lease Closing Date Device leased by Lessor to the relevant Lessee on the Lease Closing Date without taking into account any Customer Upgrades;

“ Related Originator ” has the meaning given to that term under Annex 2 ( Related Originators; Related Lessees ) of the First Step Transfer Agreement;

“ Relevant Personal Data ” has the meaning given to that term under Section 8.1(l) of the Servicing Agreement;

“ Rent Dilution ” means a Dilution in respect of a scheduled Customer Receivable;

“ Rent Shortfall Returned Device ” means a Returned Device in respect of which the Customer has not paid all accrued and unpaid Customer Receivables with respect to such Device during the Scheduled Customer Lease Term;

“ Rental Payment ” means, with respect to each Device Lease, the rental payments specified in the relevant Device Lease Schedule;

“ Reparable Device ” has the meaning given to that term under the Device Repurchase Agreement;

“ Required Return Date ” means the date a Customer is required to return a Device, which is promptly following the termination of a Customer Lease and in any event not later than 30 calendar days following the termination of the Customer Lease;

“ Required Return Period ” means to the extent a Sprint Party has received a Device from a Customer, the period ending 30 days after the earlier of (a) the last day of the Customer Lease Term for such Device, and (b) the actual receipt by a Sprint Party of such Device;

“ Responsible Officer ” means, as applicable, (i) an authorized officer of Lessor, or (ii) an authorized officer of any Sprint Party. Any document delivered hereunder that is signed by a Responsible Officer of Lessor or any Sprint Party, as applicable, will be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of Lessor or such Sprint Party, as applicable, and such Responsible Officer will be conclusively presumed to have acted on behalf of Lessor or such Sprint Party, as applicable;

“ Returned Device ” has the meaning given to that term under Section 2.3(a) of the Device Repurchase Agreement;

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctions Authority;

“ Sanctions Authorities ” has the meaning given to it in the definition of Sanctioned Person;

“ Sanctioned Country ” means, at any time, a country which is itself the subject or target of any country-wide Sanctions;

“ Sanctioned Person ” means, at any time:

“ Scheduled Customer Lease Term ” means, (i) with respect to any Lease Closing Date Customer Lease, the period beginning at the time such Lease Closing Date Customer Lease and the associated Lease Closing Date Device are contributed by an Originator to a Lessee and ending on the last day of the relevant Customer’s obligatory monthly rental payment obligations under such Lease Closing Date Customer Lease as set forth in the relevant Device Lease Schedule and (ii) with respect to any Upgraded Customer Lease, the period beginning at the time the Related Original Customer Lease and the associated Related Original Device were contributed by an Originator to a Lessee and ending on the last day of the relevant Customer’s obligatory monthly rental payment obligations under the Related Original Customer Lease (without giving effect to any waivers thereunder in connection with a Customer Upgrade) as set forth in the relevant Device Lease Schedule;

“ Scheduled Device Lease Term ” means, with respect to any Device Lease, the period commencing on the Device Lease Commencement Date and ending on the last day of the Scheduled Customer Lease Term;

“ Scheduled Monthly Reporting Date ” has the meaning given to that term under the Servicing Agreement;

“ Schedule of Approved Devices ” has the meaning given to that term under Section 2.6(a) ( Approved Devices ) of this Agreement;

“ SCI ” means Sprint Communications, Inc;

“ Second Step Transfer Agreement ” means the Second Step Transfer Agreement (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date, between Lessees and Lessor;

“ Secondary Market Value ” has the meaning given to that term under the Device Repurchase Agreement;

“ Senior Agent ” has the meaning given to that term under the Servicing Agreement;

“ Senior Loan Agreement ” has the meaning given to that term under the Servicing Agreement;

“ Senior Loan ” has the meaning given to that term under the Servicing Agreement;

“ Senior Subordinated Loan ” has the meaning given to that term under the Servicing Agreement;

“ Senior Subordinated Loan Creditors ” has the meaning given to that term under the Servicing Agreement;

“ Series ” has the meaning given to that term under the MLS LLC Agreement;

“ Series 2 ” means Series 2 of Mobile Leasing Solutions;

“ Series 2 Assets ” means the assets of Series 2, whether held by Series 2 directly or held in the name of Mobile Leasing Solutions on behalf of Series 2;

“ Series 2 Members ” means the Members, in their respective capacities as holders of Series 2 Units (as defined in the MLS LLC Agreement) of Mobile Leasing Solutions;

“ Series 2 Pledged Assets ” means the Series 2 Assets that are subject to the MLS Security Documents;

“ Servicer ” has the meaning given to that term under the Servicing Agreement;

“ Servicer Collection Accounts ” has the meaning given to that term under the Servicing Agreement;

“ Servicer Replacement Event ” has the meaning given to it under Section 3.1 of the Servicing Agreement;

“ Servicing Agreement ” means the Servicing Agreement (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date, among Lessor, Servicer, Lessees and Collateral Agent;

“ Settlement Date ” has the meaning given to that term in the MLS Intercreditor Agreement;

“ SoftBank ” means SoftBank Corp.;

“ Sprint ” means Sprint Corporation, a Delaware corporation;

“ Sprint Guarantee ” means the Guaranty (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date, by Sprint in favor of Lessor;

“ Sprint Party ” means Sprint, each Originator, Servicer, each Lessee, and each other Subsidiary of Sprint party to a Transaction Document;

“ Sprint Spectrum ” has the meaning given to that term in the preamble of this Agreement;

“ Sprint Transaction Documents ” has the meaning given to that term under the Servicing Agreement;

“ Sub-Servicer ” has the meaning given to that term under the Servicing Agreement;

“ Subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent;

“ Tax Authority ” has the meaning given to that term under the Tax Services Agreement;

“ Taxes ” means all income, gross receipts, rental, franchise, excise, stamp, occupational, capital, value added, sales, use, ad valorem (real and personal), property (real and personal) and taxes, fees, levies, imposts, charges or withholdings of any nature whatsoever, together with any assessments, penalties, fines, additions to tax and interest thereon, howsoever imposed, by any Governmental Authority or other taxing authority in the United States or by any foreign government, foreign governmental subdivision or other foreign or international taxing authority;

“ Tax Services Agreement ” has the meaning given to that term under the Servicing Agreement;

“ Term ” has the meaning given to that term under Section 2.7 ( Term ) of this Agreement;

“ Transaction ” means, collectively, the transactions contemplated by the Transaction Documents;

“ Transaction Documents ” has the meaning given to that term under the Servicing Agreement;

“ Transfer Agreements ” means the First Step Transfer Agreement and the Second Step Transfer Agreement;

“ Type ” means, with respect to a Device, the make, model, memory and color of such Device;

“ Uniform Commercial Code ” or “ UCC ” shall mean the Uniform Commercial Code (or any similar or equivalent legislation), as in effect from time to time in any applicable jurisdiction;

“ Unpaid Balance ” means, with respect to any Customer Lease at any time, all remaining Customer Receivables payable by a Customer under such Customer Lease at and after such time;

“ Upgrade Date ” means the date of a Customer Upgrade;

“ Upgrade Dilution ” means, in connection with each Upgrade Exchange, the sum of (a) if the Upgraded Customer Lease subject to such Upgrade Exchange provides for a lower Customer Receivable or fewer Customer Receivable payment dates than the related Exchanged Customer Lease, an amount equal to the difference between the amount payable by the Customer under the Exchanged Customer Lease and the amount payable by the Customer under the Upgraded Customer Lease for the period between the Upgrade Date and the last day of the Term of the Device Lease for the Upgraded Device and (b) if the Fixed Price as of the Expected Sales Date of the Exchanged Device subject to such Upgrade Exchange exceeds the expected fair market value of the related Upgraded Device as of such Expected Sales Date as determined by Brightstar in accordance with its customary valuation procedures on or promptly following the Upgrade Date, an amount equal to such excess;

“ Upgrade Dilution Payment Date” has the meaning given to that term under Section 2.13(b)(i);

“ Upgrade Exchange ” means, with respect to a Device Lease, an exchange of the Device subject to such Device Lease with an Upgraded Device pursuant to Section 2.13(b);

“ Upgrade Exchange Option Transfer Date ” has the meaning given to that term in the Second Step Transfer Agreement;

“ Upgrade Holding Period ” means, for any Exchanged Device, the period from the relevant Upgrade Date for such Exchanged Device to the Upgrade Exchange Option Transfer Date for such Exchanged Device;

“ Upgrade Policy ” has the meaning given to that term in the Servicing Agreement;

“ Upgrade Reserve Account (Tranche 2) ” means the account at Bank of America (4427295795) in the name of the Lessee Representative subject to an Account Control Agreement;

“ Upgrade Termination Option ” has the meaning given to that term under Section 2.13(b)(ii);

“ Upgrade Termination Option Payment ” means, in respect of an Upgrade Exchange, an amount equal to (a) the sum of (i) all previously accrued and unpaid Rental Payments with respect to the relevant Exchanged Device due and owing as of the relevant Upgrade Date, if any, plus (ii) the Rental Payments that would have accrued during the remainder of the Scheduled Customer Lease Term for such Exchanged Device, if any, plus (iii) if the relevant Customer returns such Exchanged Device not satisfying the Device Return Condition or does not return such Exchanged Device, the Device Residual Value as of the Expected Sales Date for such Exchanged Device, minus (b) any Customer Receivables transferred to the MLS Collection Account (Tranche 2) on account of the relevant Upgraded Device attributable to any period after the relevant Upgrade Date;

“ Upgraded Customer Lease ” means a Customer Lease with respect to an Upgraded Device;

“ Upgraded Device ” means the Device leased by a Customer pursuant to a Customer Lease entered into in connection with a Customer Upgrade;

“ Voting Securities ” means, with respect to any Person, the stock or other ownership or equity interests, of whatever class or classes, the holders of which ordinarily have the power to vote for the election of the members of the board of directors, managers, trustees or other voting members of the governing body of such Person (other than stock or other ownership or equity interests having such power only by reason of the happening of a contingency); and

“ Waterfall ” has the meaning given to that term under the Servicing Agreement.

Exhibit 10.4

Execution Copy

PERFORMANCE SUPPORT AGREEMENT (TRANCHE 2)

THIS PERFORMANCE SUPPORT AGREEMENT (TRANCHE 2) dated as of April 28, 2016 and effective as of the Lease Closing Date (this “ Agreement ”), is between SPRINT CORPORATION, a Delaware corporation (“ Performance Support Provider ”) and MOBILE LEASING SOLUTIONS, LLC, a Delaware limited liability company, acting for itself and on behalf of Series 2 thereof (“ Performance Beneficiary ”).

WHEREAS, pursuant to that certain First Step Transfer Agreement (Tranche 2) dated as of the date hereof and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time, the “ First Step Transfer Agreement ”), among the Originators, as transferees, and the Lessees, as transferors and Servicer, the Originators will on the Lease Closing Date and from time to time contribute Devices and related Customer Leases to the Lessees as further described in the First Step Transfer Agreement;

WHEREAS, pursuant to that certain Second Step Transfer Agreement (Tranche 2) dated as of the date hereof and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time, the “ Second Step Transfer Agreement ”), among the Lessees, as sellers, and Performance Beneficiary, as buyer, (i) the Lessees will on Lease Closing Date and from time to time sell Devices and the Customer Lease-End Rights and Obligations (as defined in the Second Step Transfer Agreement) under the related Customer Leases to Performance Beneficiary as further described in the Second Step Transfer Agreement and (ii) the Performance Beneficiary has agreed to pay to the Lessees the Purchase Price (as defined in the Second Step Transfer Agreement), all as further described in the Second Step Transfer Agreement;

WHEREAS, pursuant to that certain Master Lease Agreement (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time, the “ Master Lease Agreement ”; capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Master Lease Agreement), by and among the Lessees, Servicer, Performance Beneficiary and Collateral Agent, as supplemented by each Device Lease Schedule agreed as of the Lease Closing Date by the Lessees and Performance Beneficiary and, if applicable, amended pursuant to Section 2.14 of the Master Lease Agreement (the Master Lease Agreement together with each Device Lease Schedule, collectively, the “ Device Leases ” and, each, a “ Device Lease ”), Performance Beneficiary will on the Lease Closing Date commence leasing the Lease Closing Date Devices to Lessees;

WHEREAS, pursuant to that certain Servicing Agreement (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time, the “ Servicing Agreement ”), by and among the Lessees, Servicer, Performance Beneficiary and Collateral Agent, Servicer will service the Devices and related Customer Leases for Lessees and Performance Beneficiary as further described in the Servicing Agreement;

WHEREAS, the Parties intend that the Transaction Documents create a financing for all U.S. federal, state and local income tax purposes, and thus specifically that (i) the Cash Purchase Price paid under the Second Step Transfer Agreement at closing be treated for such purposes as amounts loaned by Performance Beneficiary for which the Devices provide security and (ii) the Rental Payments payable to Performance Beneficiary under the Device Leases be treated for such purposes as payments on such indebtedness owed to Performance Beneficiary;

WHEREAS, Performance Support Provider is the direct or indirect parent of each of the Originators, the Lessees and Servicer (each, a “ Covered Entity ” and, collectively, the “ Covered Entities ”) and will receive substantial direct and indirect benefits from the sale and leaseback arrangements contemplated by the First Step Transfer Agreement, the Second Step Transfer Agreement, the Device Leases and the other Sprint Transaction Documents; and

WHEREAS, it is a condition precedent to Performance Beneficiary entering into the Second Step Transfer Agreement and the Device Leases that Performance Support Provider shall have executed and delivered this Agreement.

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Undertaking . Performance Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for the benefit of Performance Beneficiary the due and punctual performance and observance by the Covered Entities of all their respective covenants, agreements, undertakings, indemnities and other obligations (including, in each case, those related to the breach by any Covered Entity of its respective representations and warranties), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its payment, repurchase, indemnity and similar obligations, including in respect of Dilutions), under the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “ Performance Support Obligations ”), irrespective of: (a) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease Agreement, the other Transaction Documents or any documents related hereto or thereto, (b) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, any Covered Entity, (c) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) or otherwise pledged or transferred by any Originator under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer Agreement) or by any party to this

2

Agreement, the other Transaction Documents or any related documents, (d) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider or any other Person may have against any Covered Entity or any other Person, (e) any impossibility or impracticability of performance, illegality, force majeure, act of Governmental Authority or other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provide a discharge of, Performance Support Provider, (f) any Law affecting any term of any of the Performance Support Obligations, the Device Leases or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (g) the failure by Performance Beneficiary to take any steps to perfect and maintain perfected its interest in any collateral security or (h) any failure to obtain any authorization or approval from or other action by, or to make any notification to or filing with, any Governmental Authority required in connection with the performance of the Performance Support Obligations or otherwise.

Without limiting the generality of the foregoing, Performance Support Provider agrees that if any Covered Entity shall fail in any manner whatsoever to perform or observe any of its Performance Support Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, Performance Support Provider will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Obligations. Performance Support Provider hereby expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that Performance Beneficiary exhaust any right to take any action against any Covered Entity or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any Covered Entity or any other Person), or with respect to any collateral at any time securing any of the Performance Support Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Performance Support Obligations. Performance Support Provider hereby irrevocably waives, and agrees that it shall not exercise or assert, any right to reimbursement from any Lessee or any Originator that it may acquire by way of subrogation or otherwise. Performance Support Provider also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Performance Support Obligations, whether in equity or at law. Notwithstanding anything to the contrary herein, it is expressly acknowledged that this Agreement is not a guarantee of the collection of any particular Customer Receivable, and there shall be no recourse to Performance Support Provider for any non-payment or delay in payment of any Customer Receivable solely by reason of the bankruptcy, insolvency or lack of creditworthiness of the related Customer or the uncollectability of any such Customer Receivable or for any Performance Support Obligations the payment of which could otherwise constitute recourse to Performance Support Provider or any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement).

Section 2. Confirmation . Performance Support Provider hereby confirms that the transactions contemplated by the Transaction Documents have been arranged among the

3

Covered Entities and Performance Beneficiary, as applicable, with Performance Support Provider’s full knowledge and consent and any amendment, restatement, modification or supplement of, or waiver of compliance with, the Transaction Documents in accordance with the terms thereof by any of the foregoing shall be deemed to be with Performance Support Provider’s full knowledge and consent. Performance Support Provider hereby confirms that on the date hereof it owns (directly or indirectly) 100% of the equity interests of each Covered Entity. Performance Support Provider agrees to notify Performance Beneficiary in the event that it ceases to own (directly or indirectly) 100% of the equity interests of any Covered Entity.

Section 3. Representations and Warranties . Performance Support Provider represents and warrants to Performance Beneficiary as of the Lease Closing Date, as follows:

(a) Organization and Good Standing . It has been duly organized and is validly existing as a corporation in good standing under the Laws of its jurisdiction of organization, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted.

(b) Due Qualification . It is duly qualified to do business in good standing, and has obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to be in good standing or to hold any such qualifications, licenses and approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) Power and Authority; Due Authorization . It (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (B) carry out the terms of and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.

(d) Binding Obligations . This Agreement constitutes, and each other Transaction Document to be signed by it when duly executed and delivered by it will constitute, a legal, valid and binding obligation of Performance Support Provider, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(e) No Violation . The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and the performance by it of the terms hereof and thereof will not (i) violate or result in a default under (A) its certificate of incorporation or by-laws or (B) in the context of the transactions contemplated by this Agreement and the other Transaction Documents applicable to it, any material indenture, agreement or instrument binding on it, (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or instrument except

4

for any Lien arising pursuant to the Transaction Documents or that could not reasonably be expected to have a Material Adverse Effect, or (iii) violate in any material respect any Law applicable to it or any of its properties.

(f) No Proceedings . There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to its actual knowledge, threatened against it (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) relating to the consummation of the purposes of this Agreement or of any of the other Transaction Documents to which it is a party.

(g) Governmental Approvals . No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by it of this Agreement or the other Transaction Documents to which it is a party or the transactions contemplated hereby or thereby except for filings with the Securities and Exchange Commission (the “ SEC ”) to the extent required by Law.

(h) Financial Condition . All financial statements of Performance Support Provider and its consolidated Subsidiaries (including the notes thereto) delivered to Performance Beneficiary pursuant to Section 4 present fairly, in all material respects, the actual financial position and results of operations and cash flows of Performance Support Provider and its consolidated Subsidiaries as of the dates and for the periods presented or provided, in each case, in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of all interim balance sheets of Performance Support Provider. Since March 31, 2016, there has been no material adverse change in the business, assets, operations or financial condition of Performance Support Provider and its Subsidiaries, taken as a whole.

(i) Accurate Reports . None of the reports, financial statements, certificates or other information (other than forward-looking statements, projections and statements of a general industry nature, as to which it represents only that it acted in good faith and utilized assumptions reasonable at the time made and due care in the preparation of such statement or projection) furnished or to be furnished by or on behalf of it (excluding information received from Customers) in writing (including, without limitation, by electronic delivery) to Performance Beneficiary in connection with this Agreement or any other Transaction Document or any amendment hereto or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) taken together with any information contained in the public filings made by Performance Support Provider with the SEC pursuant to the 1934 Act contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading.

(j) ERISA . No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

5

As used in this Section 3(j) , the following terms shall have the following meanings:

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ ERISA ” means the U.S. Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means, with respect to any Person, any trade or business (whether or not incorporated) that, together with such Person, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period referred to in Section 4043(a) is waived), (b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by Performance Support Provider, the Servicer, any Originator, any Lessee or any ERISA Affiliate thereof of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by Performance Support Provider, the Servicer, any Originator, any Lessee or any ERISA Affiliate thereof from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan under Section 4042 of ERISA, (f) the incurrence by Performance Support Provider, the Servicer, any Originator, any Lessee or any ERISA Affiliate thereof of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, or (g) the receipt by Performance Support Provider, the Servicer, any Originator, any Lessee or any ERISA Affiliate thereof of any notice, or the receipt by any Multiemployer Plan from Performance Support Provider, the Servicer, any Originator, any Lessee or any ERISA Affiliate thereof of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Section 4245 of ERISA, or is in reorganization within the meaning of Section 4241 of ERISA, or in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA).

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which Performance Support Provider, the Servicer, any Originator, any Lessee or any ERISA Affiliate thereof is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

6

(k) Tax Returns and Payments . It has filed all federal income tax returns and all other material tax returns that are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment received by it, except (i) for any such taxes or assessments that are being appropriately contested in good faith by appropriate proceedings and with respect to which adequate reserves in conformity with GAAP have been provided or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. No tax lien has been filed, and, to its actual knowledge, no claim is being asserted, with respect to any such tax or assessment that could reasonably be expected to result in a Material Adverse Effect.

(l) Customer Leases . No Customer has a contractual right under its Customer Lease or otherwise, to have payments under such Customer Lease waived at the time of a Customer Upgrade or otherwise and no Sprint Party (other than the Lessee that is lessor under such Customer Lease or the Servicer acting on behalf of such Lessee in accordance with the Servicing Agreement) has the right to waive any payments under such Customer Lease.

Section 4. Covenants . Performance Support Provider covenants and agrees that, from the Lease Closing Date until (i) all the Performance Support Obligations are indefeasibly paid and satisfied in full and (ii) all the Guaranteed Obligations under and as defined in the Sprint Guarantee are indefeasibly paid and satisfied in full, it shall observe and perform the following covenants:

(a) Compliance with Laws. It shall comply with all applicable Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) Preservation of Corporate Existence . Except as expressly permitted under Section 4(c), it shall preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualifications, except where the failure to be in good standing or to qualify or preserve or maintain such existence, rights, franchises or privileges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) Mergers, Sales, Etc . It shall not consolidate with or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets, unless (i) no Lease Default or Lease Event of Default has occurred and is continuing or would result immediately after giving effect thereto, (ii) if it is not the surviving entity or if it sells, leases or transfers all or substantially all of its property and assets, the surviving entity or the Person purchasing or being leased the assets agrees to be bound by the terms and provisions applicable to Performance Support Provider hereunder and under the Transaction Documents to which Performance Support Provider is a party, (iii) Performance Support Provider reaffirms in a writing, in form and substance reasonably satisfactory to Performance Beneficiary, that its obligations under this Agreement and any other Transaction Document to which it is a party shall apply to the surviving entity, and (iv) Performance Beneficiary receives such additional certifications and opinions of counsel as it shall reasonably request.

7

(d) Other Information . It shall promptly, from time to time, provide such other information, documents, records or reports respecting the condition or operations, financial or otherwise, of any Covered Entity as Performance Beneficiary may from time to time reasonably request relating to the Covered Entities and the transactions contemplated by this Agreement and any other Transaction Document, in order to protect the interests of Performance Beneficiary and Mobile Leasing Solutions, LLC, a Delaware limited liability company (“ Mobile Leasing Solutions ”), under or as contemplated by this Agreement or any other Transaction Document or to comply with any Law or any regulatory authority; provided that Performance Support Provider shall not be required to furnish such other information to the extent that Performance Support Provider has determined in good faith that it is prohibited from furnishing such other information by any Law or a Contractual Obligation or because such information is Relevant Personal Data subject to Section 7.1(h) of the Master Lease Agreement or Section 8.1(l) of the Servicing Agreement (it being understood and agreed that this Section 4(d) shall not be applied to augment the periodic reporting obligations of Performance Support Provider under this Agreement).

(e) Reporting Requirements . It shall, unless Performance Beneficiary shall otherwise consent in writing, furnish to Performance Beneficiary each of the following:

(i) Quarterly Financial Statements . Within 45 days after the close of each of the first three fiscal quarters of each fiscal year, its Form 10-Q as filed with the SEC.

(ii) Annual Financial Statements . Within 75 days after the end of each of its fiscal years, the audited consolidated statements of operations, changes in stockholders’ equity and cash flows of Performance Support Provider and its Subsidiaries for such fiscal year and the related audited consolidated balance sheet for Performance Support Provider and its Subsidiaries as of the end of such fiscal year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year, all reported on by Deloitte LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), to the effect that such audited consolidated financial statements present fairly in all material respects the financial condition and results of operations of Performance Support Provider and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.

(iii) Compliance Certificate . Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit A attached hereto signed by an authorized officer of Performance Support Provider and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

Documents and information required to be delivered pursuant to this Section 4 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered

8

electronically, and, if so delivered, shall be deemed to have been delivered on the date on which Performance Support Provider posts such documents, or provides a link thereto, on its website or another relevant website, if any, to which Performance Beneficiary has access (whether a commercial, third-party website or whether sponsored by Performance Beneficiary or any express third-party beneficiary of this Agreement). Any information provided by Performance Support Provider under this Section 4(e) or any other provision of this Agreement shall be subject to the confidentiality provisions set forth in Section 20 of the MLS Intercreditor Agreement or otherwise applicable to such information pursuant to the terms of any other Transaction Document.

(f) Provision of Wireless Services . It will or will cause one or more Affiliates to provide wireless network services to Customers in accordance with each Customer Lease or other agreement, contract or document (including any terms and conditions, purchase order or invoice) related to any rights or obligations of any party under a Customer Lease, subject to the Credit and Collection Policy.

(g) Leasing Program . It will not and will cause its Affiliates not to discontinue the leasing program relating to the Devices or Related Customer Leases or take any corporate action to discontinue such leasing program.

(h) Non-Return Remedies . It will and will cause the Covered Entities and, if applicable, any other Sprint Party, to comply with the Non-Return Remedies.

(i) Fair Market Value Consideration . It will not and will cause each Covered Entity not to publish or disseminate on its website or otherwise the fair market value consideration for any Device purchasable by a Customer pursuant to such Customer’s purchase option in the relevant Customer Lease for any period after the relevant Customer Lease Term other than the fair market value consideration specified by Performance Beneficiary in writing to Performance Support Provider pursuant to Section 5.3(f) of the Second Step Transfer Agreement.

(j) Arm’s Length Relationship . It will and will cause the Covered Entities to maintain an arm’s-length relationship with Performance Beneficiary (for the avoidance of doubt, the parties hereto agree that the Transaction Documents and the transactions contemplated by the Transaction Documents are arm’s-length commercial transactions between the Sprint Parties, on the one hand, and the Performance Beneficiary, on the other). Performance Support Provider will not and will cause each Covered Entity not to hold itself out as being in any way connected or associated with the business of Performance Beneficiary (other than solely as a result of the transactions and relationships contemplated by the Transaction Documents and except that Servicer may act as agent for Performance Beneficiary in accordance with the Servicing Agreement).

(k) No Modification . It will not and will cause each Covered Entity not to make alterations or modifications to the Devices other than in the ordinary course of business, except that no Sprint Party shall be responsible for any alteration, modification or change made to a Device by a Customer or for any repairs made by a third-party maintenance provider on behalf of a Customer. Performance Support Provider will not and will cause each Covered Entity not to amend, waive or otherwise modify any term or condition of any Customer Lease except in accordance with Section 8.2(a) of the Servicing Agreement.

9

(l) Upgrades . It will not and will cause each Covered Entity not to terminate or waive any payments under a Customer Lease in connection with a Customer Upgrade during the Term of a Device Lease for a Device unless, simultaneously with the Customer Upgrade, the Upgraded Device and Upgraded Customer Lease are contributed in accordance with the First Step Transfer Agreement, and the Upgraded Device and the Customer-Lease End Rights and Obligations with respect to the Upgraded Customer Lease are transferred to the Performance Beneficiary pursuant to the Second Step Transfer Agreement.

(m) Assigned Lease Upgrade Policy Provision . It will not and will cause each Covered Entity not to amend or modify the Assigned Lease Upgrade Policy Provision for any Device subject to a Customer Lease during the Term of a Device Lease for such Device, including any modification to any portion of the Upgrade Policy that has the effect of modifying the Assigned Lease Upgrade Policy Provision, unless otherwise consented to by Performance Beneficiary and Collateral Agent (such consent not to be unreasonably withheld or delayed).

(n) Performance Under Upgrade Policy . It will and will cause the relevant Covered Entity to perform Customer Upgrades during the Term of a Device Lease for a Device in accordance with (and subject to the eligibility criteria set forth in) the Upgrade Policy in effect at the time of origination of the relevant Customer Lease for such Device with such amendments and/or modifications that do not materially impact such eligibility criteria in any material respect.

Section 5. Miscellaneous .

(a) Each of Performance Support Provider and Performance Beneficiary agrees that any payments hereunder will be made to the MLS Collection Account (Tranche 2) on the date when due in electronically transmitted funds.

(b) No amendment or waiver of any provision of this Agreement nor consent to any departure by Performance Support Provider therefrom shall be effective unless the same shall be in writing and signed by Performance Beneficiary and Performance Support Provider. No failure on the part of Performance Beneficiary to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

(c) This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. The parties hereto may not assign, delegate or otherwise transfer any rights or obligations hereunder except as permitted under Section 11.5 of the Master Lease Agreement and, in any event, except as permitted under Section 4(c), Performance Support Provider shall not assign, delegate or otherwise transfer any of its obligations or duties hereunder without the prior written consent of Performance Beneficiary. Performance Support Provider expressly acknowledges that all of Performance Beneficiary’s right, title and interest in, to and under this Agreement shall be assigned as collateral to the Collateral Agent for the benefit of the Finance Parties, and Performance Support Provider consents to such assignment. The parties hereto agree that the Collateral Agent (and any assignee thereof) is an intended third-party

10

beneficiary of this Agreement and is entitled to enforce the rights of Performance Beneficiary arising hereunder, including requiring payment of any amounts required to be paid to Performance Beneficiary to be paid directly to the MLS Collection Account (Tranche 2).

(d) THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF).

(e) EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY.

(f) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT:

(i) IT IRREVOCABLY (A) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT, (B) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (C) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

(ii) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.

11

(g) Performance Support Provider agrees to do all such things and execute all such documents as Performance Beneficiary may reasonably consider necessary or desirable to give full effect to this Agreement and to perfect or preserve the rights and powers of Performance Beneficiary hereunder or with respect hereto.

Section 6. Termination of Agreement .

(a) This Agreement and Performance Support Provider’s obligations hereunder shall remain operative and continue in full force and effect from the Lease Closing Date until such time as (i) all the Performance Support Obligations are indefeasibly paid and satisfied in full and (ii) all the Guaranteed Obligations under and as defined in the Sprint Guarantee are indefeasibly paid and satisfied in full, provided that this Agreement and Performance Support Provider’s obligations hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Performance Support Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency or reorganization of any Covered Entity as though such payment had not been made or other satisfaction had not occurred. To the fullest extent permitted by Law, no invalidity, irregularity or unenforceability by reason of the bankruptcy, insolvency, reorganization or other similar Laws or any other Law or order of any Governmental Authority thereof purporting to reduce, amend or otherwise affect the Performance Support Obligations shall impair, affect or be a defense to or claim against the obligations of Performance Support Provider under this Agreement.

(b) This Agreement shall survive the insolvency of any Covered Entity, Performance Beneficiary or any other Person and the commencement of any case or proceeding by or against any Covered Entity or any other Person under any bankruptcy, insolvency, reorganization or other similar Law. No automatic stay under any bankruptcy, insolvency, reorganization or other similar Law with respect to any Covered Entity or any other Person (other than the Performance Support Provider to the extent required by applicable law) shall postpone the obligations of Performance Support Provider under this Agreement.

Section 7. Set-off . Performance Beneficiary is hereby authorized at any time during the continuance of a Lease Event of Default (in addition to any other rights it may have) to setoff, appropriate and apply (without presentment, demand, protest or other notice, each of which are hereby expressly waived) any indebtedness held or owing by Performance Beneficiary to or for the account of Performance Support Provider against amounts owing by Performance Support Provider hereunder (even if contingent and unmatured).

Section 8. Entire Agreement; Severability; No Party Deemed Drafter . This Agreement and the other Transaction Documents constitute the entire agreement of the parties hereto with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by Law or any other agreement, and this Agreement shall be in addition to any other guaranty of or collateral security for any of the Performance Support Obligations. The provisions of this Agreement are severable, and in any action or proceeding involving any state corporate or limited liability company law, or any bankruptcy, insolvency, reorganization or other similar Law, if the obligations of Performance

12

Support Provider hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Performance Support Provider’s liability under this Agreement, then, notwithstanding any other provision of this Agreement to the contrary, the amount of such liability shall, without any further action by Performance Support Provider or Performance Beneficiary, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Agreement that are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each of the parties hereto hereby agrees that no party hereto shall be deemed to be the drafter of this Agreement.

Section 9. Expenses . Performance Support Provider agrees to pay on demand:

(a) all reasonable and documented out-of-pocket costs and expenses incurred by Performance Beneficiary in connection with any amendment, restatement or supplement of, or consent or waivers under, this Agreement or any enforcement of, or any actual or reasonably claimed breach of, or claim under, this Agreement, including the reasonable fees and expenses of counsel incurred in connection therewith and all accountants’, attorneys’, auditors’, consultants’ and other agents’ fees and expenses incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under this Agreement; and

(b) all stamp and other similar Taxes and fees payable or determined to be payable in connection with the execution and delivery, and, if applicable, filing and recording, of this Agreement, and agrees to indemnify and hold harmless Performance Beneficiary against any liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes and fees;

provided , however , that so long as no Lease Default or Lease Event of Default has occurred and remains continuing, Performance Support Provider’s obligation under this Section 9 to pay the reasonable and documented attorneys’ fees and expenses incurred by Performance Beneficiary shall be limited to paying the reasonable and documented fees and expenses of one law firm selected by Performance Beneficiary in its sole discretion; provided , further , however , that, for the avoidance of doubt, such limitation shall not apply to any reasonable and documented attorneys’ fees and expenses incurred by Performance Beneficiary during the continuance of a Lease Default or Lease Event of Default even if such event subsequently ceases to be continuing.

Section 10. Indemnities by Performance Support Provider . Without limiting any other rights that Performance Beneficiary may have hereunder or under applicable Law, Performance Support Provider agrees to indemnify and hold harmless each Lessee Indemnitee forthwith and on demand from and against any and all damages, losses, claims, liabilities and related costs and expenses (including all filing fees, if any), including reasonable and documented attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “ Indemnified Amounts ”) incurred by any of them and arising out of, relating to or resulting

13

from (but not including amounts that are expressly excluded from Performance Support Obligations): (a) any breach by Performance Support Provider (in any capacity) of any of its obligations or duties under this Agreement or any other Transaction Document; (b) the untruth or inaccuracy of any representation or warranty made by Performance Support Provider (in any capacity) hereunder or under any other Transaction Document; (c) the failure of any information provided to any such Lessee Indemnitee by, or on behalf of, Performance Support Provider (in any capacity) to be true and correct; (d) any negligence or willful misconduct of Performance Support Provider (in any capacity) arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents; or (e) the failure by Performance Support Provider (in any capacity) to comply with any applicable Law, rule or regulation with respect to this Agreement or any other Transaction Document to which it is a party, the transactions contemplated hereby or thereby, the Performance Support Obligations or otherwise; provided, however, notwithstanding anything to the contrary in this Section 10 , excluding Indemnified Amounts solely to the extent (x) resulting from the gross negligence or willful misconduct on the part of such Lessee Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction, (y) resulting from a claim brought by Performance Support Provider or any Covered Entity against a Lessee Indemnitee for breach of such Lessee Indemnitee’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction or (z) constituting recourse with respect to a Customer Receivable by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Customer.

Section 11. Addresses for Notices . The provisions of Section 21 (Notices) of the MLS Intercreditor Agreement shall apply as if fully set forth herein.

Section 12. Mobile Leasing Solutions as Series LLC . Each Party hereto hereby acknowledges and agrees that Mobile Leasing Solutions is a series limited liability company, and that accordingly the obligations and liabilities of Performance Beneficiary hereunder and under the other Transaction Documents are and will be enforceable against Performance Beneficiary solely to the extent of the assets of Series 2 (whether held by Series 2 directly or held in the name of Mobile Leasing Solutions on behalf of Series 2) (the “ Series 2 Assets ”), and not against any other assets of Mobile Leasing Solutions or against any other Series of Mobile Leasing Solutions or any assets of any such other Series (whether held directly by such other Series or by Mobile Leasing Solutions on behalf of such other Series).

14

Section 13. Limited Recourse . Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, the obligations and liabilities of Performance Beneficiary under each of the Transaction Documents to which it is a party are solely the obligations and liabilities of Performance Beneficiary and shall be payable solely to the extent of the Series 2 Assets that are subject to the MLS Security Documents (the “ Series 2 Pledged Assets ”), and the proceeds of the realization thereof from whatever means, applied in accordance with this Agreement and the other Transaction Documents. If the Series 2 Pledged Assets and the proceeds of the realization thereof from whatever means, including pursuant to the enforcement of the MLS Security Documents, applied in accordance with the MLS Intercreditor Agreement and the other Transaction Documents, are insufficient to discharge in full the obligations and liabilities of Performance Beneficiary under the MLS Intercreditor Agreement and the other Transaction Documents, the rights of the Sprint Parties to receive any further amounts in respect of such obligations and liabilities shall be extinguished and none of the Sprint Parties may take any further action to recover such amounts. For the avoidance of doubt, no recourse shall be had to the assets of Mobile Leasing Solutions or the assets of any Series of Mobile Leasing Solutions other than the Series 2 Pledged Assets to satisfy the obligations and liabilities of Performance Beneficiary under this Agreement or any other Transaction Document.

[Signatures Follow]

15

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above.

Exhibit 10.5

Execution Copy

GUARANTY (TRANCHE 2)

THIS GUARANTY (TRANCHE 2) dated as of April 28, 2016 and effective as of the Lease Closing Date (this “ Guaranty ”), is between SPRINT CORPORATION, a Delaware corporation (“ Guarantor ”) and MOBILE LEASING SOLUTIONS, LLC, a Delaware limited liability company, acting for itself and on behalf of Series 2 thereof (“ Guaranty Beneficiary ”).

WHEREAS, pursuant to that certain First Step Transfer Agreement (Tranche 2) dated as of the date hereof and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time, the “ First Step Transfer Agreement ”), among the Originators, as transferors, and the Lessees, as transferees, and Servicer, the Originators will on the Lease Closing Date and from time to time contribute Devices and related Customer Leases to the Lessees as further described in the First Step Transfer Agreement;

WHEREAS, pursuant to that certain Second Step Transfer Agreement (Tranche 2) dated as of the date hereof and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time, the “ Second Step Transfer Agreement ”), among the Lessees, as sellers, and Guaranty Beneficiary, as buyer, (i) the Lessees will on the Lease Closing Date and from time to time sell Devices and the Customer Lease-End Rights and Obligations (as defined in the Second Step Transfer Agreement) under the related Customer Leases to Guaranty Beneficiary as further described in the Second Step Transfer Agreement and (ii) the Guaranty Beneficiary has agreed to pay to the Lessees the Purchase Price (as defined in the Second Step Transfer Agreement), all as further described in the Second Step Transfer Agreement;

WHEREAS, pursuant to that certain Master Lease Agreement (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time, the “ Master Lease Agreement ”; capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Master Lease Agreement), by and among the Lessees, Servicer, Guaranty Beneficiary and Collateral Agent, as supplemented by each Device Lease Schedule (the Master Lease Agreement, together with each Device Lease Schedule agreed as of the Lease Closing Date by the Lessees and Performance Beneficiary and, if applicable, amended pursuant to Section 2.14 of the Master Lease Agreement, collectively, the “ Device Leases ” and, each, a “ Device Lease ”), Guaranty Beneficiary will on the Lease Closing Date commence leasing the Lease Closing Date Devices to Lessees;

WHEREAS, pursuant to that certain Servicing Agreement (Tranche 2), dated as of the date hereof and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time, the “ Servicing Agreement ”), by and among the Lessees, Servicer, Guaranty Beneficiary and Collateral Agent, Servicer will service the Devices and related Customer Leases for Lessees and Guaranty Beneficiary as further described in the Servicing Agreement;

WHEREAS, the Parties intend that the Transaction Documents create a financing for all U.S. federal, state and local income tax purposes, and thus specifically that (i) the Cash Purchase Price paid under the Second Step Transfer Agreement at closing be treated for such purposes as amounts loaned by Guaranty Beneficiary for which the Devices provide security and (ii) Rental Payments payable to Guaranty Beneficiary under the Device Leases be treated for such purposes as payments on such indebtedness owed to Guaranty Beneficiary;

WHEREAS, Guarantor is the direct or indirect parent of each of the Lessees and will receive substantial direct and indirect benefits from the sale and leaseback arrangements contemplated by the First Step Transfer Agreement, the Second Step Transfer Agreement, the Device Leases and the other Sprint Transaction Documents; and

WHEREAS, it is a condition precedent to Guaranty Beneficiary entering into the Second Step Transfer Agreement and the Device Leases that Guarantor shall have executed and delivered this Guaranty.

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Guaranty . Guarantor hereby absolutely, unconditionally and irrevocably guarantees, for the benefit of Guaranty Beneficiary, the due and punctual payment by the Lessees of (i) the Rental Payments to the extent constituting a Rent Payment Shortfall (as defined in the Second Step Transfer Agreement), if any, due and payable under each Device Lease, and (ii) any Device Lease Early Termination Amount or Present Value Device Lease Amount due and payable under the Master Lease Agreement and provided further that in no event shall Guarantor’s aggregate liability under this Guaranty under clauses (i) and (ii) above exceed an amount equal to 20% of the Cash Purchase Price (collectively, as limited, the “ Guaranteed Obligations ”), in each case, irrespective of: (a) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease Agreement, the Device Leases, any other Transaction Document or any documents related hereto or thereto, (b) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, any Lessee or any other Sprint Party, (c) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) or otherwise pledged or transferred by any Originator under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer Agreement) or by any party to this Guaranty, the Device Leases, any other Transaction Document or any related documents, (d) the existence of any claim, set-off, counterclaim or other right that Guarantor or any other Person may have against any Lessee or any other Person, (e) any impossibility or impracticability of performance, illegality, force majeure, act of Governmental Authority or other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provide a discharge of, Guarantor, (f) any Law affecting any term of any of the Guaranteed Obligations, the Device Leases or any other

2

Transaction Document or any rights of Guaranty Beneficiary with respect thereto or otherwise, (g) the failure by Guaranty Beneficiary to take any steps to perfect and maintain perfected its interest in any collateral security or (h) any failure to obtain any authorization or approval from, or other action by, or to make any notification to or filing with, any Governmental Authority required in connection with the performance of the Guaranteed Obligations or otherwise. This Guaranty is a guaranty of payment and not merely of collection.

Without limiting the generality of the foregoing, Guarantor agrees that if any Lessee shall fail in any manner whatsoever to pay any of its Guaranteed Obligations when the same shall be required to be paid under the Device Leases or the Second Step Transfer Agreement, then Guarantor will itself pay within two Business Days following demand such Guaranteed Obligations. Guarantor hereby expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that Guaranty Beneficiary exhaust any right to take any action against any Lessee or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any Lessee or any other Person), or with respect to any collateral at any time securing any of the Guaranteed Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Guaranteed Obligations. Guarantor hereby irrevocably waives, and agrees that it shall not exercise or assert, any right to reimbursement from any Lessee or any Originator that it may acquire by way of subrogation or otherwise. Guarantor also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Guaranteed Obligations, whether in equity or at law. Notwithstanding anything to the contrary herein, it is expressly acknowledged that this Guaranty is not a guarantee of the performance by any Customer of its obligations under its Customer Lease, and there shall be no recourse to Guarantor for any non-payment or non-performance or delay in payment or performance of any Customer Lease solely by reason of the bankruptcy, insolvency or lack of creditworthiness of the related Customer or the uncollectability of the obligations under such Customer Lease or for any Guaranteed Obligations the payment of which could otherwise constitute recourse to Guarantor or any Lessee for uncollectible obligations under Customer Leases, in each case above, except to the extent that the guarantee of any Rent Payment Shortfall constituting Guaranteed Obligations indirectly constitutes such recourse.

Section 2. Confirmation . Guarantor hereby confirms that the transactions contemplated by the Transaction Documents have been arranged among the Lessees, the Originators and Guaranty Beneficiary, as applicable, with Guarantor’s full knowledge and consent and any amendment, restatement, modification or supplement of, or waiver of compliance with, the Transaction Documents in accordance with the terms thereof by any of the foregoing shall be deemed to be with Guarantor’s full knowledge and consent. Guarantor hereby confirms that on the date hereof it owns (directly or indirectly) 100% of the equity interests of each Lessee. Guarantor agrees to notify Guaranty Beneficiary in the event that it ceases to own (directly or indirectly) 100% of the equity interests of any Lessee.

3

Section 3. Miscellaneous .

(a) Each of Guarantor and Guaranty Beneficiary agrees that any payments hereunder will be made to the MLS Collection Account (Tranche 2) on the date when due in electronically transmitted funds.

(b) No amendment or waiver of any provision of this Guaranty nor consent to any departure by Guarantor therefrom shall be effective unless the same shall be in writing and signed by Guaranty Beneficiary and Guarantor. No failure on the part of Guaranty Beneficiary to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

(c) This Guaranty shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. The parties hereto may not assign, delegate or otherwise transfer any rights or obligations hereunder except as permitted under Section 11.5 of the Master Lease Agreement, and, in any event, except as permitted under Section 4(c) of the Performance Support Agreement, Guarantor shall not assign, delegate or otherwise transfer any of its obligations or duties hereunder without the prior written consent of Guaranty Beneficiary. Guarantor expressly acknowledges that all of Guaranty Beneficiary’s right, title and interest in, to and under this Guaranty shall be assigned as collateral to the Collateral Agent for the benefit of the Finance Parties, and Guarantor consents to such assignment. The parties hereto agree that the Collateral Agent (and any assignee thereof) is an intended third-party beneficiary of this Guaranty and is entitled to enforce the rights of Guaranty Beneficiary arising hereunder, including requiring payment of any amounts required to be paid to Guaranty Beneficiary to be paid directly to the MLS Collection Account (Tranche 2).

(d) THIS GUARANTY, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF).

(e) EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY.

4

(f) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT:

(i) IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AND ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

(ii) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS GUARANTY.

(g) Guarantor agrees to do all such things and execute all such documents as Guaranty Beneficiary may reasonably consider necessary or desirable to give full effect to this Guaranty and to perfect or preserve the rights and powers of Guaranty Beneficiary hereunder or with respect hereto.

Section 4. Termination of Guaranty .

(a) This Guaranty and Guarantor’s obligations hereunder shall remain operative and continue in full force and effect from the Lease Closing Date until such time as all the Guaranteed Obligations are duly performed and indefeasibly paid and satisfied in full, provided that this Guaranty and Guarantor’s obligations hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency or reorganization of any Lessee as though such payment had not been made or other satisfaction had not occurred. To the fullest extent permitted by Law, no invalidity, irregularity or unenforceability by reason of the bankruptcy, insolvency, reorganization or other similar Laws or any other Law or order of any Governmental Authority thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations shall impair, affect or be a defense to or claim against the obligations of Guarantor under this Guaranty.

(b) This Guaranty shall survive the insolvency of any Lessee, Guaranty Beneficiary or any other Person and the commencement of any case or proceeding by or against any Lessee

5

or any other Person under any bankruptcy, insolvency, reorganization or other similar Law. No automatic stay under any bankruptcy, insolvency, reorganization or other similar Law with respect to any Lessee or any other Person (other than Guarantor to the extent required by applicable law) shall postpone the obligations of Guarantor under this Guaranty.

Section 5. Set-off . Guaranty Beneficiary is hereby authorized at any time during the continuance of a Lease Event of Default (in addition to any other rights it may have) to setoff, appropriate and apply (without presentment, demand, protest or other notice, each of which are hereby expressly waived) any indebtedness held or owing by Guaranty Beneficiary to or for the account of Guarantor against amounts owing by Guarantor hereunder (even if contingent and unmatured).

Section 6. Entire Agreement; Severability; No Party Deemed Drafter . This Guaranty and the other Transaction Documents constitute the entire agreement of the parties hereto with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by Law or any other agreement, and this Guaranty shall be in addition to any other guaranty of or collateral security for any of the Guaranteed Obligations. The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate or limited liability company law, or any bankruptcy, insolvency, reorganization or other similar Law, if the obligations of Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Guarantor’s liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by Guarantor or Guaranty Beneficiary, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Guaranty that are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each of the parties hereto hereby agrees that no party hereto shall be deemed to be the drafter of this Guaranty.

Section 7. Expenses . Guarantor agrees to pay on demand:

(a) all reasonable and documented out-of-pocket costs and expenses incurred by Guaranty Beneficiary in connection with any amendment, restatement or supplement of, or consent or waiver under, this Guaranty, or any enforcement of, or any actual or reasonably claimed breach of, or claim under, this Guaranty, including the reasonable fees and expenses of counsel incurred in connection therewith and all accountants’, attorneys’, auditors’, consultants’ and other agents’ fees and expenses incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under this Guaranty; and

(b) all stamp and other similar Taxes and fees payable or determined to be payable in connection with the execution and delivery, and, if applicable, filing and recording, of this

6

Guaranty, and agrees to indemnify and hold harmless Guaranty Beneficiary against any liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes and fees; provided , however , that so long as no Lease Default or Lease Event of Default has occurred and remains continuing, Guarantor’s obligation under this Section 7 to pay the reasonable and documented attorneys’ fees and expenses incurred by Guaranty Beneficiary shall be limited to paying the reasonable and documented fees and expenses of one law firm selected by Guaranty Beneficiary in its sole discretion; provided , further , however , that, for the avoidance of doubt, such limitation shall not apply to any reasonable and documented attorneys’ fees and expenses incurred by Guaranty Beneficiary during the continuance of a Lease Default or Lease Event of Default even if such event subsequently ceases to be continuing.

Section 8. Addresses for Notices . The provisions of Section 21 (Notices) of the MLS Intercreditor Agreement shall apply as if fully set forth herein.

Section 9. Mobile Leasing Solutions as Series LLC . Each Party hereto hereby acknowledges and agrees that Mobile Leasing Solutions is a series limited liability company, and that accordingly the obligations and liabilities of Guaranty Beneficiary hereunder and under the other Transaction Documents are and will be enforceable against Guaranty Beneficiary solely to the extent of the assets of Series 2 (whether held by Series 2 directly or held in the name of Mobile Leasing Solutions on behalf of Series 2) (the “ Series 2 Assets ”), and not against any other assets of Mobile Leasing Solutions or against any other Series of Mobile Leasing Solutions or any assets of any such other Series (whether held directly by such other Series or by Mobile Leasing Solutions on behalf of such other Series).

Section 10. Limited Recourse . Notwithstanding anything to the contrary contained in this Guaranty or any other Transaction Document, the obligations and liabilities of Guaranty Beneficiary under each of the Transaction Documents to which it is a party are solely the obligations and liabilities of Guaranty Beneficiary and shall be payable solely to the extent of the Series 2 Assets that are subject to the MLS Security Documents (the “ Series 2 Pledged Assets ”), and the proceeds of the realization thereof from whatever means, applied in accordance with this Guaranty and the other Transaction Documents. If the Series 2 Pledged Assets and the proceeds of the realization thereof from whatever means, including pursuant to the enforcement of the MLS Security Documents, applied in accordance with the MLS Intercreditor Agreement and the other Transaction Documents, are insufficient to discharge in full the obligations and liabilities of Guaranty Beneficiary under the MLS Intercreditor Agreement and the other Transaction Documents, the rights of the Sprint Parties to receive any further amounts in respect of such obligations and liabilities shall be extinguished and none of the Sprint Parties may take any further action to recover such amounts. For the avoidance of doubt, no recourse shall be had to the assets of Mobile Leasing Solutions or the assets of any Series of Mobile Leasing Solutions other than the Series 2 Pledged Assets to satisfy the obligations and liabilities of Guaranty Beneficiary under this Guaranty or any other Transaction Document.

[Signatures Follow]

7

IN WITNESS WHEREOF , the parties hereto have executed this Guaranty as of the date first written above.

Exhibit 10.6

CREDIT AGREEMENT

dated as of

April 28, 2016

SPRINT COMMUNICATIONS, INC. ,

as Borrower

MIZUHO BANK, LTD. ,

as Arranger

MIZUHO BANK, LTD. ,

as Bookrunner

MIZUHO BANK, LTD. ,

as Administrative Agent

TABLE OF CONTENTS

i

ii