EXHIBIT 10.1

EXECUTION COPY

 

 

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RECEIVABLES SALE AND CONVEYANCING AGREEMENT

by and among

T-MOBILE WEST LLC, T-MOBILE CENTRAL LLC,

T-MOBILE NORTHEAST LLC AND T-MOBILE SOUTH LLC,

each as a Seller,

and

T-MOBILE PCS HOLDINGS LLC,

as Purchaser

Dated as of February 26, 2014

                                                    

                            

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TABLE OF CONTENTS

This RECEIVABLES SALE AND CONVEYANCING AGREEMENT, dated as of February 26, 2014 (as such may be amended, restated, or supplemented from time to time, this “ Agreement ”), is made by and among T‑Mobile West LLC, a Delaware limited liability company, T-Mobile Central LLC, a Delaware limited liability company, T-Mobile Northeast LLC, a Delaware limited liability company, T-Mobile South LLC, a Delaware limited liability company, each as a Seller hereunder (in such capacity, a “ Seller ”, and collectively, the “ Sellers ”), and T‑Mobile PCS Holdings LLC, a Delaware limited liability company (“ T‑Mobile PCS Holdings ”) as the Purchaser hereunder (in such capacity, the “ Purchaser ”).

WHEREAS, in the regular course of its business, each of the Sellers originates Receivables and the associated Related Rights thereto relating to wireless telephone services and products; and

WHEREAS, on the Closing Date and each Business Day thereafter, each Seller intends to sell, assign, set-over, transfer and otherwise convey to the Purchaser, all of its right, title and interest in, to and under the Receivables and the associated Related Rights thereto; and

WHEREAS, the Sellers and the Purchaser wish to set forth the terms and conditions pursuant to which the Sellers will on each Purchase Date (as applicable) sell, transfer, assign, set-over and otherwise convey such Receivables and associated Related Rights to the Purchaser;

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. General . Unless otherwise specifically defined in this Agreement, capitalized terms used herein (including in the preamble above) shall have the meanings assigned to them in the Master Receivables Purchase Agreement, dated as of February 26, 2014 (as amended from time to time, the “ Receivables Purchase Agreement ”), among T-Mobile Airtime Funding LLC (“ T-Mobile Airtime Funding ”), as seller, Billing Gate One LLC (“ Billing Gate One ”), as purchaser, T-Mobile PCS Holdings, as servicer (the “ Servicer ”), Landesbank Hessen-Thüringen Girozentrale, a public law corporation incorporated under the laws of Germany, as bank purchasing agent, and T-Mobile US, Inc., as performance guarantor. References herein to this Agreement or any other document, instrument or agreement include all amendments, modifications, and supplements hereto or thereto and any changes herein or therein entered into from time to time hereafter in accordance with the respective terms and provisions hereof or thereof.

Section1.02. Additional Specific Defined Terms . In addition, when used herein, the following terms shall have the following specified meanings:

“ Collections ” means, with respect to any Receivable, any cash payments (or equivalent) made by or on behalf of the related Obligor with respect to such Receivable as a payment thereon and any other cash proceeds of such Receivables, including cash proceeds of Related Rights with respect to such Receivables.

“ Incipient Written-Off Receivables ” shall have the meaning specified in Section 2.03.

“ Insolvency Law ” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“ Onward Purchaser ” means T-Mobile Airtime Funding and each Purchasing Entity under the Transaction Documents.

“ Purchase Date ” means, with respect to a Receivable, the date on which such Receivable is acquired, or purported to be acquired, by the Purchaser from the relevant Seller in accordance with the terms of this Agreement.

“ Related Rights ” means all of the applicable Seller’s right, title and interest in, to and under (a) the Transaction Documents, (b) the Collection Account and (c) without limiting the foregoing, with respect to any Receivable, all of such Seller’s right, title and interest in, to and under:

(i) all security interests, hypothecations, reservations of ownership, liens or other adverse claims and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the contract pursuant to which such Receivable was originated, together with all financing

statements, registrations, hypothecations, charges or other similar filings or instruments against an Obligor and all security agreements describing any collateral securing such Receivable, if any;

(ii) all guarantees, insurance policies and other agreements or arrangements of whatsoever character from time to time supporting of such Receivable whether pursuant to the contract pursuant to which such Receivable was originated, including any obligation of any party under the Transaction Documents to promptly deposit amounts received in respect of Collections to an account;

(iii) all Collections with respect to such Receivable; and

(iv) all proceeds of the foregoing.

ARTICLE 2

TRANSFERS OF RECEIVABLES AND RELATED RIGHTS

Section 2.01. Conveyance of Receivables and Related Rights .

(a) Subject to the terms and conditions set forth in this Agreement, each Seller on the Closing Date and each Business Day may, with respect to Receivables that are not Eligible Receivables, and will, with respect to all Eligible Receivables, sell, transfer, assign, set-over and otherwise convey and the Purchaser shall purchase all of the Sellers’ right, title and interest in and to such Receivables not previously sold to the Purchaser, and all associated Related Rights (including all Collections associated with the foregoing) with respect thereto. Each such sale, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein).

(b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Receivable and Related Rights, of a purchase price therefor in an amount equal to the face value of the Receivable as of the Purchase Date or any other amount at least equal to the fair market value thereof that is mutually agreed upon by the applicable Seller and the Purchaser (as determined by the Purchaser and the relevant Seller in their reasonable discretion computed by taking into account factors such as historical losses, servicing fees, delinquencies and paydown rates, yield and such other factors as the applicable Seller and the Purchaser mutually agree). Such payment may be effected, in the discretion of and by mutual agreement of the Purchaser and the relevant Seller, through an actual transfer of funds from the Purchaser to such Seller in the amount of such purchase price, by equivalent intracorporate entries on the books and records of the Purchaser and such Seller (including without limitation by the decrease or increase of intracorporate indebtedness between the Purchaser and Seller), or any combination of the foregoing.

(c) The foregoing assignments and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser from any Seller of any obligation of any Seller in connection with the Receivables being so sold, assigned, transferred, set-over or conveyed, or under any agreement or instrument relating thereto including, without

limitation, (i) any obligation to an Obligor and (ii) any taxes, fees or other charges imposed by any Governmental Authority.

(d) The parties hereto intend and agree that any conveyance hereunder is intended to be a sale, assignment, conveyance, set over and transfer of ownership of the related Receivables and Related Rights so that such Receivables and Related Rights shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against such Seller under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, a conveyance contemplated hereby is determined not to be a sale and conveyance of ownership, each Seller hereby grants to the Purchaser a perfected first priority security interest in such Seller’s right, title and interest in and to (a) such Receivables, (b) Related Rights, and (c) all income from and proceeds of the foregoing, and this Agreement collectively, shall constitute a security agreement under applicable law, securing such Seller’s obligations hereunder. If such conveyance is deemed to be the mere granting of a security interest to secure a borrowing, the Purchaser may, to secure the Purchaser’s own borrowing under the Contribution Agreement (to the extent that a transfer of the Receivables, the Related Rights, and all income from and proceeds of the foregoing to T‑Mobile Airtime Funding is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign to T‑Mobile Airtime Funding (i) all or a portion of the Receivables, pledged to the Purchaser and not released from the security interest of this Agreement at the time of such pledge and assignment, (ii) the other Related Rights, and (iii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by the Sellers of their rights under this Agreement, and without further notice to or acknowledgment from the applicable Seller. Such Seller waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Purchaser or any assignee of the Purchaser relating to such action by the Purchaser in connection with the transactions contemplated by the Contribution Agreement, the Receivables Purchase Agreement and the other Transaction Documents.

Section 2.02 Assignment of Agreement . The Purchaser has the right to assign its interest under this Agreement to T‑Mobile Airtime Funding as required to effect the purposes of the Contribution Agreement and the other Transaction Documents, without further notice to, or consent of, any Seller, and T‑Mobile Airtime Funding (together with the other Onward Purchasers) shall succeed to such of the rights of the Purchaser hereunder as shall be so assigned. The Sellers each acknowledge that, pursuant to the Contribution Agreement, the Purchaser will assign all of its right, title and interest in and to all Receivables and Related Rights and its rights hereunder against such Seller hereunder, to T‑Mobile Airtime Funding, and that T‑Mobile Airtime Funding may further convey such interests and rights pursuant to the Transaction Documents. Each Seller agrees that, upon such assignment to T‑Mobile Airtime Funding, such interests and rights will run to and be for the benefit of T‑Mobile Airtime Funding (and any other Onward Purchaser) and that T‑Mobile Airtime Funding (and/or further Onward Purchaser) may enforce directly, without joinder of the Purchaser, its rights or interests hereunder in respect of the Receivables and Related Rights so conveyed. Each Seller agrees that the Bank Purchasing Agent shall have the right to enforce this Agreement and each other Transaction Document and to exercise directly all of the Purchaser’s rights and remedies under this Agreement and each other Transaction Document (including the right to give or withhold any consents or approvals of the Purchaser to be given or withheld hereunder), and each Seller agrees to cooperate fully with

the Bank Purchasing Agent in the exercise of such rights and remedies. Each Seller further agrees to give the Bank Purchasing Agent copies of all notices and reports it is required to give to the Purchaser hereunder.

Section 2.03 Repurchase of Aged and Written-Off Receivables . T-Mobile PCS Holdings may request that each Seller repurchase and each Seller shall have an obligation to repurchase Receivables that have been sold hereunder upon such Receivables becoming Aged Receivables or immediately prior to such Receivables becoming Written-Off Receivables (each such Receivable, an “ Incipient Written-Off Receivable ”) for a purchase price equal to the Purchase Price for such Receivable to be repurchased (which is an amount equal to (i) the Outstanding Balance of such Purchased Receivable on the date or repurchase minus (ii) the Discount with respect to such Purchased Receivable); provided , that the Sellers shall have no further obligation to repurchase Written-Off Receivables and Aged Receivables, if at the time of such repurchase and after giving effect thereto, with respect to the Batch for which such Receivable is a part of, the aggregate amount of repurchased Incipient Written-Off Receivables and Aged Receivables (based upon Purchase Price for the Receivables that are to be repurchased) would exceed 10.00% of the Batch Receivables Amount for such Batch. If such retransfers are to be made, such transfers shall be made on the same date and on the same terms of the retransfers to take place under Section 5.1 of the Receivables Purchase Agreement. Upon remittance of the repurchase amount from each Seller to T-Mobile PCS Holdings, T-Mobile PCS Holdings shall assign to the applicable Seller repurchasing Incipient Written-Off Receivable or Aged Receivable all of T-Mobile PCS Holdings’ right, title and interest in the repurchased Receivables and Related Rights, in each case received and released from T-Mobile PCS Holdings, without recourse, representation or warranty. In connection with the repurchase of Aged Receivables and Incipient Written-Off Receivables, the Purchaser, by execution and delivery of this Agreement authorizes each Seller (or the Servicer on its behalf) to file UCC financing statements naming the Purchaser as Debtor and each such Seller as Secured Party in each jurisdiction that Sellers (or the Servicer on their behalf) deems necessary in order to reconvey the Receivables and the Related Rights. The Sellers and T-Mobile PCS Holdings shall designate the order in which Receivables (which will become Written-Off Receivables or are Aged Receivables) are to be transferred back. The parties may change such designation at any point.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Each Seller, upon execution of this Agreement and on each Purchase Date, makes the following representations and warranties (in each case solely with respect to itself and the related Receivables and Related Rights which it owns and is conveying hereunder and thereunder), on which the Purchaser (and the Onward Purchasers) will rely in purchasing and accepting conveyance of such Receivables and Related Rights on each Purchase Date. Such representations and warranties (unless expressly stated otherwise) speak as of each Purchase Date, but shall survive the conveyance of the related Receivables and Related Rights to the Purchaser and the Onward Purchasers.

Section 3.01     Entity Representations and Warranties .

(a) Organization and Good Standing . (i) The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of its organization, and has the limited liability company power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign limited liability company and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of the Seller or its ability to perform its duties hereunder. The Seller is properly licensed in each jurisdiction to the extent required by the laws of such jurisdiction in order to originate, acquire, or own or sell, and (if the Seller is to be the Servicer or a permitted subservicer of the Servicer) service the Receivables in accordance with the terms of the Receivables Purchase Agreement.

(b) Authorization; Binding Obligation . The Seller has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which the Seller is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which the Seller is a party, and has taken all necessary corporate and limited liability company action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Seller is a party. This Agreement and the other Transaction Documents to which the Seller is a party have been duly executed and delivered by the Seller and constitute the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally, any applicable law imposing limitations upon, or otherwise affecting, the availability or enforcement of rights to indemnification hereunder, and by the availability of equitable remedies.

(c) No Consent Required . The Seller is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Transaction Documents to which the Seller is a party.

(d) No Violations . The Seller’s execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party will not violate any provision of any existing law or regulation or any order or decree of any court or the certificate of incorporation, articles of incorporation, certificate of formation, limited liability company agreement or other corporate chartering instrument thereof, or the bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which it or any of its properties may be bound.

(e) Taxes . (i) The Seller has filed all income tax and other material tax returns required to be filed in the normal course of its business and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from such Seller or is contesting any such tax, assessment or other governmental charge in good faith through

appropriate proceedings, (ii) no tax lien has been filed with respect thereto (other than Permitted Liens), and (iii) no claim is being asserted with respect to any such tax, fee or other charge.

(f) No Changes . The Seller has not changed its name, identity, structure or jurisdiction of organization, within the four months preceding the Purchase Date (or if so changed, all necessary actions in connection with such change have been or are being timely taken in accordance with Section 4.02). The Seller has not changed the jurisdiction of its organization within the four months preceding the date hereof and is not known by and does not use any tradename or doing-business-as name.

(g) Solvency . The Seller, on the date of and after giving effect to conveyances made by it hereunder, is solvent and will not be subject to a Bankruptcy Event. No event has occurred and is continuing, or would result from any purchase by the Purchaser of Receivables from the Seller or the application of the proceeds therefrom, which constitutes a Bankruptcy Event.

(h) Investment Company . The Seller is not an “investment company” under, and as defined in, the Investment Company Act of 1940, as amended.

(i) Antecedent Debt . The sale of Receivables by the Seller to the Purchaser pursuant to this Agreement, and all other transactions between the Seller and the Purchaser, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of the Seller or any other member of the T-Mobile Group.

(j) Compliance with Laws . The Seller has not breached any material laws applicable to it or its business or property that could reasonably be expected to result in a Material Adverse Change with respect to the Seller.

(k) Taxes . The Seller is not required to account to any governmental body or agency for any value added or other similar tax in respect of the assignment by the Seller of any Receivable and no withholding or other tax is deductible or payable on any payment made by any Obligor with respect to any Receivable. All sales, excise or other taxes with respect to the goods, insurance or services that are the subject of any Contract for a Receivable have been paid as and when due unless such amounts are being disputed in good faith.

(l) No Deductions . The Seller is not required to make any deduction for or on account of taxes from any payment made by it under a Transaction Document.

(m) UCC Financing Statement . Duly completed and sufficient UCC financing statements covering all Receivables and Related Rights sold by the Seller to the Purchaser hereunder have been filed with the Secretary of State of the state in which such the Seller is organized or otherwise “located” for purposes of the UCC, naming the Seller as debtor, the Purchaser as secured party, and T-Mobile Airtime Funding LLC as assignee of the secured party, in each case as may be necessary under the UCC in order to perfect the Bank Purchasing Agent’s interest in the Purchased Receivables.

(n) ERISA . The Seller is not an employee benefit plan that is subject to Title I of ERISA or Section 4975 of the Code or a “benefit plan investor” as defined in Section 3(42)

of ERISA and the Seller shall not use the assets of an employee benefit plan that is subject to Title I of ERISA or Section 4975 of the Code or any “benefit plan investor” as defined in Section 3(42) of ERISA to discharge any of its obligations under this Agreement.

(o) Ownership . Upon each purchase of Receivables hereunder, the Purchaser shall acquire (i) a valid and perfected ownership interest in each such Receivable and all identifiable cash proceeds thereof and (ii) valid ownership interest in all Related Rights with respect thereto.

(p) No Financing Statements . No effective financing statement or other instrument similar in effect covering any Contract or any Receivable or the Related Rights or Collections with respect thereto is on file in any recording office, except those filed in favor of, or assigned to, the Bank Purchasing Agent relating to this Agreement and the other Transaction Documents.

(q) Transfer of Receivables . Immediately preceding its sale of any Receivables to the Purchaser, the Seller, was the owner of such Receivables, free and clear of any lien and after such sale of Receivables to the Purchaser, the Purchaser shall at all times have a valid ownership interest in the Receivables and ownership of the Receivables shall be vested in the Purchaser. Upon the completion of the transfers from the Seller to the Purchaser or otherwise, the parties intend that (i) the Purchaser will be the legal owner of the Receivables (including the right to receive all payments due to or become due thereunder), (ii) the Purchaser will have good title to the Receivables, and (iii) the Receivables will be free and clear of all liens.

(r) Purchase in Good Faith . The Purchaser shall take its interest in the Receivables in good faith, for value, and without notice or knowledge of any adverse claims, liens, or encumbrances or any defense against payment of or claim to the Receivables on the part of any person.

(s) Information True and Correct . To the extent that information furnished hereunder is ultimately shared with and relied upon by the Bank Purchasers, all such information and each exhibit, financial statement, document, book, record or report furnished at any time by or on behalf of the Seller to the Purchaser in connection with this Agreement is true, complete and accurate in all material respects as of its date or as of the date so furnished, and, as of such date, no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(t) Place of Business . The principal place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Receivables are located at the address identified in Section 6.03.

Section 3.02 Receivable Representations and Warranties .

The representations and warranties set forth in Section 6.3 of the Receivables Purchase Agreement are true and correct as of the Purchase Date with respect to the Receivables of the applicable Seller being conveyed to T‑Mobile Airtime Funding by the Purchaser on such date.

ARTICLE 4

PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS

Section 4.01     Filing . On or prior to the Closing Date, each Seller shall cause the appropriate UCC financing statement(s) required or contemplated to be filed with respect to it in the relevant provisions of the Transaction Documents to be filed, and from time to time such Seller shall take or cause to be taken such actions and execute such documents as are necessary or desirable or as the Purchaser (or any Onward Purchaser) may reasonably request to perfect and protect any such party’s interest herein and in the Receivables and Related Rights against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title.

Section 4.02     Name Change or Relocation .

(a) So long as the Final Termination Date has not occurred, no Seller will change its name, identity, structure or jurisdiction of organization, without first giving at least thirty (30) days’ prior written notice to the Servicer and the Bank Purchasing Agent.

(b) If any change in a Seller’s name, identity or structure or other action would make any financing or continuation statement or notice of ownership interest or lien filed in connection with any Transaction Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, such Seller, no later than thirty (30) days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Purchaser’s and T‑Mobile Airtime Funding’s (and any other Onward Purchaser’s) interests herein and in the related Receivables and Related Rights and proceeds thereof. In addition, no Seller shall change its jurisdiction of organization, unless it has first taken such action as is necessary to preserve and protect the Purchaser’s and T‑Mobile Airtime Funding’s (and any other Onward Purchaser’s) interest in the Receivables and Related Rights.

Section 4.03 Sale Treatment . Each Seller and the Purchaser shall treat each conveyance of Receivables and Related Rights made hereunder to the Purchaser for all purposes (including financial accounting) as a sale and purchase, and in all events as a conveyance of ownership, on all of its relevant books, records, financial statements and other applicable documents. Notwithstanding anything to the contrary stated herein, each Seller and the Purchaser hereby agree that, except as otherwise required by applicable law, the conveyance of the Receivables and Related Rights made hereunder shall be treated as a loan by the Purchaser to the Sellers of the proceeds of such conveyance for U.S. federal income tax purposes and state or local income tax and transactional tax purposes.

Section 4.04 Separateness from T‑Mobile Airtime Funding . Each Seller is, and all times since its organization has been operated in such a manner that it would not be substantively consolidated with T‑Mobile Airtime Funding and such that the separate existence of T‑Mobile Airtime Funding would not be disregarded in the event of a bankruptcy or insolvency of such Seller.

ARTICLE 5

COVENANTS

Section 5.01      Compliance with Law . The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges would not materially adversely affect the collectibility of the Receivables or the ability of the Seller to perform its obligations under the Transaction Documents in all material respects.

Section 5.02     Performance of Contracts . The Seller will timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

Section 5.03      No Adverse Claims . The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Purchased Receivable or Related Rights, or assign any right to receive income in respect thereof, except to the extent arising under any Transaction Document. The Seller shall not grant to any Person other than the Purchaser (and the Onward Purchasers) a security interest in (A) Collections prior to the time they are deposited in the Collection Account or distributed to the Funding Seller pursuant to Section 2.6 of the Receivables Purchase Agreement, or (B) Collections held in the Collection Account or the Collection Account itself.

Section 5.04 Modification of Receivables . Except as provided in Section 3.3 of the Receivables Purchase Agreement, the Seller will not (i) extend the maturity or adjust the Outstanding Balance or otherwise modify the terms of any Receivable in a manner that would result in the Dilution of such Receivable or that would otherwise prevent such Receivable from being an Eligible Receivable unless, in each case, the Seller shall have been deemed to have received a Collection in respect of such Receivable, or (ii) amend, modify or waive in any material respect any term or condition relating to payments under or enforcement of any Contract related thereto.

Section 5.05      Payment Instructions . The Seller will instruct all Obligors to make payments with respect to the Receivables to a Payment Account and will not make or permit any change in the instructions to Obligors regarding payments to be made to a Payment Account, other than a change related solely to instructions to Obligors to pay to a new Payment Account which has been identified in writing to the Purchaser (and the Bank Purchasing Agent).

Section 5.06      Marking of Records . At its expense, the Seller will maintain records evidencing Receivables and related Contracts with a legend evidencing that such Receivables and related Contracts have been sold in accordance with this Agreement.

Section 5.07 Sales Tax . The Seller will pay all sales, excise or other taxes with respect to the Receivables to the applicable taxing authority when due, and will, upon the request of the Bank Purchasing Agent, provide the Bank Purchasing Agent with evidence of such payment.

Section 5.08 Obligations of Sellers . Except as otherwise expressly provided herein, the obligations of the Sellers to make the deposits and other payments contemplated by this Agreement are absolute and unconditional and all payments to be made by the Sellers under or in connection with this Agreement shall be made free and clear of, and each Seller hereby irrevocably and unconditionally waives all rights of, any counterclaim, set-off, deduction or other analogous rights or defenses, in connection with such obligations, which it may have against the Purchaser (or the Onward Purchasers). All stamp, documentary, registration or similar duties or taxes, including withholding taxes and any penalties, additions, fines, surcharges or interest relating thereto, which are imposed or chargeable in connection with this Agreement shall be paid by the Sellers; provided that the Purchaser (or the Onward Purchasers) shall be entitled but not obliged to pay any such duties or taxes whereupon the Sellers shall on demand indemnify such party against those duties or taxes and against any costs and expenses so incurred by it in discharging them.

Section 5.09 Books of Account . At all times, the Seller and the Purchaser will maintain books of account, with the particulars of all monies, goods and effects belonging to or owing to the Seller or the Purchaser or paid, received, sold or purchased in the course of the Seller’s or the Purchaser’s business, and of all such other transactions, matters and things relating to the business of the Seller or the Purchaser.

Section 5.10 Corporate Existence; Merger or Consolidation .

(a) Except as otherwise provided in this Section 5.01, each Seller will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of its jurisdiction of formation, and each Seller will obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, any Transaction Documents and any of the Receivables and Related Rights which have been conveyed under a Transaction Document, and to perform its duties under this Agreement.

(b) Any Person into which a Seller may be merged or consolidated, or any corporation resulting from such merger or consolidation to which such Seller is a party, or any Person succeeding to the business of such Seller, shall be successor to such Seller hereunder, without execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 5.11 Separate Existence .

(a)    Each of the Sellers and the Purchaser shall hold itself out to the public as a legal entity separate and distinct from any other person and conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that it is responsible for the debts of any third party (including any of its affiliates).

(b)    Each of the Sellers and the Purchaser will take no action with respect to Purchaser or its assets that is inconsistent with statements made in clause (a).

ARTICLE 6

MISCELLANEOUS

Section 6.01 Amendment . This Agreement may be amended in writing from time to time by the Sellers and the Purchaser.

Section 6.02 Notices . All notices, demands, certificates, requests and communications hereunder (“notices”) shall be in writing and shall be effective (a) upon receipt when sent through the U.S. mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) one Business Day after delivery to an overnight courier (specifying one (1) Business Day’s delivery), or (c) on the date personally delivered to an authorized officer of the party to which sent, or (d) on the date transmitted by legible telefax transmission with a confirmation of receipt, in all cases addressed to the recipient as follows:

(i) If to a Seller:

c/o T-Mobile USA, Inc.

12920 S.E. 38th Street

Bellevue, WA 98006

Attn: Vice President of Treasury

Facsimile: (425) 383-4840     

With a Copy to:

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, WA 98006

Attn: General Counsel

(ii) If to the Purchaser/Servicer:

T-Mobile PCS Holdings LLC

12920 S.E. 38th Street

Bellevue, WA 98006

Attn: Vice President of Treasury

Facsimile: (425) 383-4840     

With a Copy to:

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, WA 98006

Attn: General Counsel

Each party hereto may, by notice given in accordance herewith to each of the other parties hereto, designate any further or different address to which subsequent notices shall be sent.

Section 6.03      Delivery of Collections . Each of the Sellers agree to pay to the Servicer promptly any misdirected Collections received in respect of the Receivables, for application in accordance with Section 2 of the Receivables Purchase Agreement.

Section 6.04     Merger and Integration . Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, with respect to the subject matter hereof are superseded by this Agreement. This Agreement may not be modified, amended, waived, or supplemented except as provided herein.

Section 6.05     Headings . The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 6.06     Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York.

Section 6.07     No Bankruptcy Petition; Subordination . Each Seller covenants and agrees that, prior to the date that is one year and one day after the Final Termination Date, it will not institute against, or solicit or join in or cooperate with or encourage any Person to institute against, T‑Mobile Airtime Funding or Billing Gate One, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States. Each Seller further covenants and agrees that (a)(i) any rights that it may have in any Receivables and Related Rights and (ii) any rights it may have to apply monies received under any Receivables and Related Rights, are and shall be subordinate, to the fullest extent permitted by law, to the security interests and other liens or interests of, or created in favor of any third party by, the Purchaser, T‑Mobile Airtime Funding or any further Onward Purchasers, in or to the Receivables and Related Rights, notwithstanding the terms (including the description of collateral), dating, execution, or delivery of any document, instrument, or agreement; the time, order, method, or manner of granting, or perfection of or failure to perfect, any such security interest or lien or other interest; the time of filing or recording of any financing statements, assignments, deeds of trust, mortgages, or any other documents, instruments or agreements under the UCC or any other applicable law; and any provision of the UCC or any other applicable law to the contrary, and (b) it shall not enforce or collect, or seek or cause the enforcement or collection of, any of its rights or remedies with respect to any of the Receivables and Related Rights (including, without limitation, any rights described in clause (a) of this sentence) at any time prior to the indefeasible payment and satisfaction in full of all indebtedness, obligations and liabilities of the Purchaser, T‑Mobile Airtime Funding or Billing Gate One which, under the terms of the relevant documents relating to the securitization of the Receivables and Related Rights, are entitled to be paid from, entitled to the benefits of, or otherwise secured by, such Receivables and Related Rights. This Section 6.07 will survive the termination of this Agreement.

Section 6.08     Severability of Provisions . If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid or unenforceable, then such covenants, agreement, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Section 6.09     No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of the Purchaser (or any assignee thereof) or any Seller, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive (except to the extent specifically provided herein) of any other rights, remedies, powers or privileges provided by law.

Section 6.10     Counterparts . This Agreement may be executed in two or more counterparts including by telefax or electronic imaging transmission thereof (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 6.11     Other Agreements . The parties hereto agree that, to the extent the parties enter into other agreements relating to the transactions contemplated hereby, the terms and conditions of this Agreement and the Other Transaction Documents shall govern any provisions herein which may be inconsistent with any provisions of the other agreements.

Section 6.12     JURISDICTION . EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS.

Section 6.13     WAIVER OF JURY TRIAL . EACH PARTY TO THIS AGREEMENT WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OF THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY

PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, AMENDMENTS AND RESTATEMENTS, OR MODIFICATIONS TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.

Section 6.14     Right of First Refusal . To the extent that T-Mobile Airtime Funding has elected to trigger T-Mobile Airtime Funding’s right of first refusal to repurchase Receivables from Billing Gate One under the Receivables Purchase Agreement (pursuant to Section 2.9(d) thereof), one (or more) of the Sellers shall have a right of first refusal to repurchase such Receivables at the same price (and in the same manner) as set forth with respect to the Purchaser’s right of first refusal pursuant to Section 2.9(d) of the Receivables Purchase Agreement.

[ signature page follows ]

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

T-MOBILE PCS HOLDINGS LLC,

as the Purchaser

By:     /s/ J. Braxton Carter

Name: J. Braxton Carter

Title: Executive Vice President & Chief Financial

Officer

T-MOBILE WEST LLC, as a Seller

By: /s/ Dirk Wehrse

Name: Dirk Wehrse

Title: Vice President, Treasury & Treausurer

T-MOBILE CENTRAL LLC, as a Seller

By: /s/ Dirk Wehrse

Name: Dirk Wehrse

Title: Vice President, Treasury & Treausurer

T-MOBILE NORTHEAST LLC, as a Seller

By: /s/ Dirk Wehrse

Name: Dirk Wehrse

Title: Vice President, Treasury & Treausurer

T-MOBILE SOUTH LLC, as a Seller

By: /s/ Dirk Wehrse

Name: Dirk Wehrse

Title: Vice President, Treasury & Treausurer

Signature Page to Receivables Sale and Conveyancing Agreement

                                                    

RECEIVABLES SALE AND CONTRIBUTION AGREEMENT

by and between

T-MOBILE PCS HOLDINGS LLC

as Seller

and

T-MOBILE AIRTIME FUNDING LLC

as Purchaser

Dated as of February 26, 2014

                                                    

TABLE OF CONTENTS

This RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of February 26, 2014 (this “ Agreement ”), is made by and between T-Mobile PCS Holdings LLC, a Delaware limited liability company (“ T-Mobile PCS Holdings ”), as the transferor hereunder in respect of Receivables and Related Rights purchased by it from the Originators under the Conveyancing Agreement), and T-Mobile Airtime Funding LLC, a Delaware limited liability company (the “ Funding Purchaser ”), as transferee with respect to the Receivables and Related Rights conveyed from time to time by T-Mobile PCS Holdings hereunder.

WHEREAS, on the date hereof, T-Mobile PCS Holdings, as purchaser, shall enter into the Receivables Sale and Conveyancing Agreement (as amended from time to time, the “ Conveyancing Agreement ”), with T-Mobile West LLC, T-Mobile Central LLC, T-Mobile Northeast LLC and T-Mobile South LLC (collectively, the “ Originators ”), as the sellers thereunder. Pursuant to the Conveyancing Agreement, immediately prior to the sales that shall take place hereunder on the Closing Date and each Business Day thereafter prior to the Facility Termination Date, T-Mobile PCS Holdings shall purchase such Receivables and Related Rights from the Originators; and

WHEREAS, T-Mobile PCS Holdings and the Funding Purchaser wish to set forth the terms and conditions pursuant to which the Funding Purchaser will from time to time acquire Receivables and Related Rights from T-Mobile PCS Holdings hereunder;

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01      General . Unless otherwise specifically defined in this Agreement, capitalized terms used herein (including in the preamble above) shall have the meanings assigned to them in the Master Receivables Purchase Agreement, dated as of February 26, 2014 (as amended from time to time, the “ Receivables Purchase Agreement ”), among the Funding Purchaser, as seller, Billing Gate One LLC (“ Billing Gate One ”), as purchaser, T-Mobile PCS Holdings, as servicer, Landesbank Hessen-Thüringen Girozentrale, a public law corporation incorporated under the laws of Germany, as bank purchasing agent, and T-Mobile US, Inc., as performance guarantor.

Section 1.02      Additional Specific Defined Terms . In addition, when used herein, the following terms shall have the following specified meanings:

“ Aggregate Receivables Deferred Purchase Price ” means, as of any date of determination, the aggregate of each Receivables Deferred Purchase Price paid by the Funding Purchaser for each Receivable on or prior to such date of determination.

“ Collections ” means, with respect to any Receivable, any cash payments (or equivalent) made by or on behalf of the related Obligor with respect to such Receivable as a payment thereon and any other cash proceeds of such Receivables, including cash proceeds of Related Rights with respect to such Receivables.

“ Excess Funds ” shall have the meaning specified in Section 6.04.

“ Incipient Written-Off Receivable ” shall have the meaning specified in Section 5.02.

“ Insolvency Law ” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“ Maximum Aggregate Receivables Deferred Purchase Price ” means, as of any date of determination, an amount equal to the lesser of $100,000,000 and 10% of the aggregate amount of Receivables (based upon Purchase Price) purchased in the five (5) months ended immediately prior to such date.

“ Purchase Date ” means, with respect to a Receivable, the date on which such Receivable is acquired, or purported to be acquired, by the Funding Purchaser from T-Mobile PCS Holdings in accordance with the terms of this Agreement.

“ Receivables Deferred Purchase Price ” means, as of any date of determination, amounts owing by the Funding Purchaser to T-Mobile PCS Holdings with respect to purchases of Receivables hereunder which have not been paid in cash by the Funding Purchaser on or prior to such date of determination.

“ Related Rights ” means all of T-Mobile PCS Holdings’ right, title and interest in, to and under (a) the Transaction Documents, (b) the Collection Account and (c) without limiting the foregoing, with respect to any Receivable, all of the related Originators’ and T-Mobile PCS Holdings’ respective right, title and interest in, to and under:

“ Section 2.5 Amounts ” shall have the meaning specified in Section 5.01.

ARTICLE II

TRANSFERS OF RECEIVABLES AND RELATED RIGHTS

Section 2.01      Conveyance of the Receivables and Related Rights .

(a)      Subject to the terms and conditions set forth in this Agreement, T-Mobile PCS Holdings on the Closing Date and each Business Day shall sell, transfer, assign, set-over and otherwise convey, and the Funding Purchaser shall purchase or accept as a capital contribution, as set forth in Section 2.01(c), all of T-Mobile PCS Holdings’ right, title and interest in and to the Eligible Receivables purchased from the Originators and not previously sold to the Funding Purchaser, and all associated Related Rights (including all Collections associated with the foregoing). Each such sale, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Immediately prior to the sales contemplated hereunder, T-Mobile PCS Holdings will acquire the Receivables from the Originators pursuant to the terms of the Conveyancing Agreement

(b)      The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Funding Purchaser’s payment, in respect of each such Receivable and Related Rights, of a purchase price (the “ Purchase Price ”) therefor in an amount equal to the face value of the Receivable as of the Purchase Date or any other amount at least equal to the fair market value thereof that is mutually agreed upon by T-Mobile PCS

Holdings and the Funding Purchaser as of the Purchase Date (as determined by T-Mobile PCS Holdings and the Funding Purchaser in their reasonable discretion computed by taking into account factors such as historical losses, servicing fees, delinquencies and paydown rates, yield and such other factors as T-Mobile PCS Holdings and the Funding Purchaser mutually agree).

(c)      The Purchase Price for Receivables and associated Related Rights purchased by the Funding Purchaser from T-Mobile PCS Holdings shall be paid by the Funding Purchaser on each date of purchase as follows:

(i)      to the extent available for such purpose, in cash held by the Funding Purchaser; and

(ii)      to the extent that available cash on such date of purchase is less than the Purchase Price, by, at the discretion of T-Mobile PCS Holdings, either: (a) an increase in the Receivables Deferred Purchase Price up to the Maximum Aggregate Receivables Deferred Purchase Price, or (b) a capital contribution by T-Mobile PCS Holdings to the Funding Purchaser in respect of T-Mobile PCS Holdings’ sole membership interest in the Funding Purchaser, deemed a concurrent assignment and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Funding Purchaser following the application of clauses (i) and (ii)(a).

(d)      To the extent that, after cash is paid by the Funding Purchaser to T-Mobile PCS Holdings pursuant to the terms of Section 2.01(c)(i), the Funding Purchaser has any remaining cash, such remaining cash will be applied by the parties to decrease the outstanding Deferred Purchase Price by such available amount.

(e)      The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Funding Purchaser of any obligation of T-Mobile PCS Holdings or the applicable Originator in connection with the Receivables and Related Rights being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority.

(f)      From time to time on any date and in their discretion, T-Mobile PCS Holdings shall have the power to convert all (or a portion) of the Receivables Deferred Purchase Price owed by the Funding Purchaser to T-Mobile PCS Holdings on such date into a capital contribution from T-Mobile PCS Holdings to the Funding Purchaser in respect of T-Mobile PCS Holdings’ sole membership interest in the Funding Purchaser.

(g)      The parties hereto intend and agree that any conveyance hereunder is intended to be a conveyance and transfer of ownership of the Receivables and Related Rights and that such Receivables and Related Rights shall not be part of T-Mobile PCS Holdings’ estate in the event of the filing of a bankruptcy petition or other action by or against any such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, a conveyance contemplated hereby is determined not to be a conveyance of ownership, T-Mobile PCS Holdings hereby grants and assigns to the Funding Purchaser a perfected first priority security interest in such Receivables and Related Rights and (ii) all

income from and proceeds of the foregoing, and this Agreement, shall constitute a security agreement under applicable law, securing (i) the obligations of T-Mobile PCS Holdings to the Funding Purchaser hereunder. If such conveyance is deemed to be the mere granting of a security interest to secure a borrowing, the Funding Purchaser may, to secure the Funding Purchaser’s own borrowing under the Receivables Purchase Agreement (to the extent that the transfer of Receivables thereunder is deemed to be a mere granting of security interest to secure a borrowing), repledge and reassign (i) all or a portion of the Receivables and the Related Rights thereunder pledged to the Funding Purchaser and not released from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Funding Purchaser with or without a repledge and reassignment by T-Mobile PCS Holdings of its rights under this Agreement, and without further notice to or acknowledgment from T-Mobile PCS Holdings or any other Person. T-Mobile PCS Holdings waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Funding Purchaser or any Purchasing Entity relating to such action by the Funding Purchaser in connection with the transactions contemplated by the Receivables Purchase Agreement and the other Transaction Documents.

Section 2.02      Assignment of Agreement . The Funding Purchaser has the right to assign its interest under this Agreement to Billing Gate One as required to effect the purposes of the Receivables Purchase Agreement and the other Transaction Documents, without further notice to, or consent of, T-Mobile PCS Holdings, and Billing Gate One (together with the other Purchasing Entities) shall succeed to such of the rights of the Funding Purchaser hereunder as shall be so assigned. T-Mobile PCS Holdings acknowledges that, pursuant to the Receivables Purchase Agreement, the Funding Purchaser will assign all of its right, title and interest in and to all Receivables and Related Rights and its rights hereunder against T-Mobile PCS Holdings hereunder, to Billing Gate One, and that Billing Gate One may further convey such interests and rights pursuant to the Transaction Documents to the other Purchasing Entities. T-Mobile PCS Holdings agrees that, upon such assignment to Billing Gate One, such interests and rights will run to and be for the benefit of Billing Gate One (and the other Purchasing Entities) and that Billing Gate One (and/or the other Purchasing Entities) may enforce directly, without joinder of T-Mobile PCS Holdings, its rights or interests hereunder in respect of the Receivables and Related Rights so conveyed. T-Mobile PCS Holdings agrees that the Bank Purchasing Agent shall have the right to enforce this Agreement and each other Transaction Document and to exercise directly all of the Funding Purchaser’s rights and remedies under this Agreement and each other Transaction Document (including the right to give or withhold any consents or approvals of the Funding Purchaser to be given or withheld hereunder), and T-Mobile PCS Holdings agrees to cooperate fully with the Bank Purchasing Agent in the exercise of such rights and remedies. T-Mobile PCS Holdings further agrees to give the Bank Purchasing Agent copies of all notices and reports it is required to give to the Funding Purchaser hereunder.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

T-Mobile PCS Holdings, upon execution and delivery of this Agreement by T-Mobile PCS Holdings in respect of conveyances hereunder, and on each Purchase Date, makes

the following representations and warranties, on which the Funding Purchaser (and the other Purchasing Entities) will rely in purchasing and accepting conveyance of the Receivables and Related Rights on the relevant Purchase Date. Such representations and warranties (unless expressly stated otherwise) speak as of the relevant Purchase Date, but shall survive the conveyance of the Receivables and Related Rights to the Funding Purchaser pursuant to the Receivables Purchase Agreement.

Section 3.01      Representations and Warranties .

(a)      Organization and Good Standing . T-Mobile PCS Holdings is a limited liability company duly organized, validly existing and in good standing under the laws of the State of its formation, and has the limited liability power to own its assets and to transact the business in which it is currently engaged. T-Mobile PCS Holdings is duly qualified to do business as a foreign company and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of T-Mobile PCS Holdings or the Funding Purchaser or T-Mobile PCS Holdings’ ability to perform its duties hereunder. T-Mobile PCS Holdings is properly licensed in each jurisdiction to the extent required by the laws of such jurisdiction in order to originate, acquire or own, and (if T-Mobile PCS Holdings is to be the Servicer or a permitted subservicer of the Servicer) service the Receivables in accordance with the terms of the Receivables Purchase Agreement.

(b)      Authorization; Binding Obligation . T-Mobile PCS Holdings has the power and authority to make, execute, deliver and perform this Agreement and the other Transaction Documents to which T-Mobile PCS Holdings is a party and all of the transactions contemplated under this Agreement and the other Transaction Documents to which T-Mobile PCS Holdings is a party, and has taken all necessary limited liability company action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which T-Mobile PCS Holdings is a party. This Agreement and the other Transaction Documents to which T-Mobile PCS Holdings is a party have been duly executed and delivered by T-Mobile PCS Holdings and constitute the legal, valid and binding obligation of T-Mobile PCS Holdings, enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally, any applicable law imposing limitations upon, or otherwise affecting, the availability or enforcement of rights to indemnification hereunder, and by the availability of equitable remedies.

(c)      No Consent Required . T-Mobile PCS Holdings is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Transaction Documents to which T-Mobile PCS Holdings is a party.

(d)      No Violations . T-Mobile PCS Holdings’ execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party will not violate any provision of any existing law or regulation or any order or decree of any court or

the certificate of formation or limited liability company agreement of T-Mobile PCS Holdings, or constitute a material breach of any mortgage, indenture, contract or other agreement to which T-Mobile PCS Holdings is a party or by which it or any of its properties may be bound.

(e)      Taxes . T-Mobile PCS Holdings has filed all income tax and other material tax returns required to be filed in the normal course of its business and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from T-Mobile PCS Holdings or is contesting any such tax, assessment or other governmental charge in good faith through appropriate proceedings, (ii) no tax lien has been filed with respect thereto, and (iii) no claim is being asserted with respect to any such tax, fee or other charge.

(f)      No Changes . T-Mobile PCS Holdings has not changed its name as set forth in the Receivables Purchase Agreement, whether by amendment of its limited liability company agreement or other applicable corporate chartering instrument, by reorganization or otherwise, within the four months preceding the relevant Purchase Date and is not known by and does not use any tradenames or doing-business-as names. T-Mobile PCS Holdings has not changed the jurisdiction of its organization within the four months preceding date hereof.

(g)      Solvency . T-Mobile PCS Holdings, on the date of and after giving effect to conveyances made hereunder, is solvent and will not be subject to a Bankruptcy Event. No event has occurred and is continuing, or would result from any purchase by the Funding Purchaser of Receivables from T-Mobile PCS Holdings or the application of the proceeds therefrom, which constitutes a Bankruptcy Event.

(h)      Investment Company . T-Mobile PCS Holdings is not an “investment company” under, and as defined in, the Investment Company Act of 1940, as amended.

(i)      Antecedent Debt . The sale of Receivables by T-Mobile PCS Holdings to the Funding Purchaser pursuant to this Agreement, and all other transactions between T-Mobile PCS Holdings and the Funding Purchaser, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of T-Mobile PCS Holdings or any other member of the T-Mobile Group.

(j)      Compliance with Laws . T-Mobile PCS Holdings has not breached any material laws applicable to it or its business or property that could reasonably be expected to result in a Material Adverse Change with respect to T-Mobile PCS Holdings.

(k)      Taxes . T-Mobile PCS Holdings is not required to account to any governmental body or agency for any value added or other similar tax in respect of the assignment by T-Mobile PCS Holdings of any Receivable and no withholding or other tax is deductible or payable on any payment made by any Obligor with respect to any Receivable. All sales, excise or other taxes with respect to the goods, insurance or services that are the subject of any Contract for a Receivable have been paid as and when due unless such amounts are being disputed in good faith.

(l)      No Deductions . T-Mobile PCS Holdings is not required to make any deduction for or on account of taxes from any payment made by it under a Transaction Document.

(m)      UCC Financing Statement . Duly completed and sufficient UCC financing statements covering all Receivables and Related Rights sold by T-Mobile PCS Holdings to the Funding Purchaser hereunder have been filed with the Secretary of State of the state in which such T-Mobile PCS Holdings is organized or otherwise “located” for purposes of the UCC, naming T-Mobile PCS Holdings as debtor, the Funding Purchaser as secured party, and Billing Gate One as assignee of the secured party, in each case as may be necessary under the UCC in order to perfect the Bank Purchasing Agent’s interest in the Purchased Receivables.

(n)      ERISA . T-Mobile PCS Holdings is not an employee benefit plan that is subject to Title I of ERISA or Section 4975 of the Code or a “benefit plan investor” as defined in Section 3(42) of ERISA and T-Mobile PCS Holdings shall not use the assets of an employee benefit plan that is subject to Title I of ERISA or Section 4975 of the Code or any “benefit plan investor” as defined in Section 3(42) of ERISA to discharge any of its obligations under this Agreement.

(o)      Ownership . Upon each purchase of Receivables hereunder, the Funding Purchaser shall acquire (i) a valid and perfected ownership interest in each such Receivable and all identifiable cash proceeds thereof and (ii) valid ownership interest in all Related Rights with respect thereto.

(p)      No Financing Statements . No effective financing statement or other instrument similar in effect covering any Contract or any Receivable or the Related Rights or Collections with respect thereto is on file in any recording office, except those filed in favor of, or assigned to, the Bank Purchasing Agent relating to this Agreement and the other Transaction Documents.

(q)      Transfer of Receivables . Immediately preceding its sale of any Receivables to the Funding Purchaser, the Seller, was the owner of such Receivables, free and clear of any lien and after such sale of Receivables to the Funding Purchaser, the Funding Purchaser shall at all times have a valid ownership interest in the Receivables and ownership of the Receivables shall be vested in the Funding Purchaser. Upon the completion of the transfers from the Seller to the Funding Purchaser or otherwise, the parties intend that (i) the Funding Purchaser will be the legal owner of the Receivables (including the right to receive all payments due to or become due thereunder), (ii) the Funding Purchaser will have good title to the Receivables, and (iii) the Receivables will be free and clear of all liens.

(r)      Purchase in Good Faith . T-Mobile Funding shall take its interest in the Receivables in good faith, for value, and without notice or knowledge of any adverse claims, liens, or encumbrances or any defense against payment of or claim to the Receivables on the part of any person.

(s)      Information True and Correct . To the extent that information furnished hereunder is ultimately shared with and relied upon by the Bank Purchasers, all such information

and each exhibit, financial statement, document, book, record or report furnished at any time by or on behalf of T-Mobile PCS Holdings to the Funding Purchaser in connection with this Agreement is true, complete and accurate in all material respects as of its date or as of the date so furnished, and, as of such date, no such document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(t)      Place of Business . The principal place of business and chief executive office of T-Mobile PCS Holdings and the office where the Seller keeps its records concerning the Receivables are located at the address identified in Section 6.03.

(u)      Separateness from the Funding Purchaser . T-Mobile PCS Holdings is, and all times since its organization has been, operated in such a manner that it would not be substantively consolidated with the Funding Seller and such that the separate existence of the Funding Seller would not be disregarded in the event of a bankruptcy or insolvency of T-Mobile PCS Holdings.

Section 3.02      Receivables Representations and Warranties . The representations and warranties set forth in Section 6.3 of the Receivables Purchase Agreement are true and correct as of the relevant Purchase Date with respect to the Receivables being conveyed to the Funding Purchaser on such date.

ARTICLE IV

PERFECTION OF TRANSFER AND PROTECTION
OF SECURITY INTERESTS

Section 4.01      Filing . On or prior to the initial Closing Date, T-Mobile PCS Holdings shall cause the UCC financing statement(s) required or contemplated to be filed with respect to it in the relevant provisions of the Transaction Documents to be filed, and from time to time T-Mobile PCS Holdings shall take or cause to be taken such actions and execute such documents as are necessary or desirable or as the Funding Purchaser (or the other Purchasing Entities) may reasonably request to perfect and protect any such party's interest herein and in the Receivables and the Related Rights and the Collections associated therewith against all other Persons, including, without limitation, the filing of financing statements, amendments thereto and continuation statements, the execution of transfer instruments and the making of notations on or taking possession of all records or documents of title.

Section 4.02      Name Change or Reorganization .

(a)      Until the occurrence of the Final Termination Date, T-Mobile PCS Holdings shall not change its name, type of organization or organizational jurisdiction for which financing statements have been filed in accordance with the Transaction Documents, without first giving at least thirty (30) days' prior written notice to the Funding Purchaser and the Bank Purchasing Agent.

(b)      If any change in T-Mobile PCS Holdings’ name, type of organization or organizational jurisdiction or other action would make any financing or continuation statement or

notice of ownership interest or lien filed in connection with any Transaction Document seriously misleading within the meaning of applicable provisions of the UCC or any title statute, or would otherwise impair the perfection of any lien contemplated hereunder or under any other Transaction Document, T-Mobile PCS Holdings, no later than 30 days after the effective date of such change, shall file such amendments as may be required to preserve and protect the Funding Purchaser’s (and any other Purchasing Entity’s) interests herein and in the Receivables and the Related Rights and the Collections associated therewith. In addition, T-Mobile PCS Holdings shall not change its organizational jurisdiction for which financing statements have been filed in accordance with the Transaction Documents, unless it has first taken such action as is necessary to preserve and protect the Funding Purchaser’s (and any other Purchasing Entity’s) interest in the Receivables.

Section 4.03      Sale Treatment . T-Mobile PCS Holdings and the Funding Purchaser, shall treat each conveyance of Receivables and Related Rights made hereunder for all purposes (including financial accounting purposes) as a sale and purchase, and in all events as a conveyance of ownership, on all of its relevant books, records, financial statements and other applicable documents. Notwithstanding anything to the contrary stated herein, T-Mobile PCS Holdings and the Funding Purchaser hereby agree that, except as otherwise required by applicable law, the conveyance of the Receivables and Related Rights made hereunder shall be treated as a loan by the Funding Purchaser to T-Mobile PCS Holdings of the proceeds of such conveyance for U.S. federal income tax purposes and state or local income tax and transactional tax purposes.

ARTICLE V

REMEDIES UPON MISREPRESENTATION

Section 5.01      Breach of Representations and Warranties and Dilutions . T-Mobile PCS Holdings hereby agrees, for the benefit of the Funding Purchaser and its permitted assignees under the Transaction Documents, that in the event that the Funding Purchaser, pursuant to Section 2.5 (Dilutions and Breaches of Representations) of the Receivables Purchase Agreement, is obligated to deposit funds into the Collection Account with respect to the Dilutions exceeding the Notional Dilution Reserve Amount or with respect to breaches of representations relating to Eligible Receivables (collectively, the “ Section 2.5 Amounts ”), T-Mobile PCS Holdings shall make a deposit of funds into the Collection Account in the amount of the Section 2.5 Amounts on behalf of the Funding Purchaser and in satisfaction of the Funding Purchaser’s obligations under Section 2.5 of the Receivables Purchase Agreement.

Section 5.02      Repurchases of Aged and Written-Off Receivables . In the event that the Funding Purchaser, pursuant to Section 5.1 of the Receivables Purchase Agreement, repurchases from the Purchaser Aged Receivables or Receivables that immediately prior to such repurchase will become Written-Off Receivables (each such Receivable, an “ Incipient Written-Off Receivable ”), then without further action on the part of T-Mobile PCS Holdings or the Funding Purchaser, such Aged Receivables or Incipient Written-Off Receivables or shall be immediately thereafter repurchased by T-Mobile PCS Holdings at a repurchase price equal to the original Purchase Price for such Receivable (an amount equal to (a) the Outstanding Balance of such Purchased Receivable on the date or repurchase minus (b) the Discount with respect to such

Purchased Receivable). Such repurchase prices shall be paid by T-Mobile PCS Holdings in cash to the Funding Purchaser. Such retransfers shall be made on the same date and on the same terms of the retransfers to take place under Section 5.1 of the Receivables Purchase Agreement. All such repurchases shall be made without recourse to, and without warranty of any kind by, the Funding Purchaser, and all representations and warranties are hereby expressly disclaimed.

Section 5.03      Reassignment of Repurchased Receivables . Upon payment of the amounts described in Section 5.01 or 5.02 herein, the Funding Purchaser shall assign to T-Mobile PCS Holdings all of the Funding Purchaser’s right, title and interest in the repurchased Receivables and Related Rights, in each case received and released from the Funding Purchaser in accordance with the Receivables Purchase Agreement, without recourse, representation or warranty.

ARTICLE VI

COVENANTS

Section 6.01      Compliance with Law . T-Mobile PCS Holdings will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges would not materially adversely affect the collectibility of the Receivables or the ability of T-Mobile PCS Holdings To perform its obligations under the Transaction Documents in all material respects.

Section 6.02      Performance of Contracts . T-Mobile PCS Holdings will timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

Section 6.03      No Adverse Claims . T-Mobile PCS Holdings will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Purchased Receivable or Related Rights, or assign any right to receive income in respect thereof, except to the extent arising under any Transaction Document. T-Mobile PCS Holdings shall not grant to any Person other than the Funding Purchaser (and the other Purchasing Entities) a security interest in (A) Collections prior to the time they are deposited in the Collection Account or distributed to the Funding Seller pursuant to Section 2.6 of the Receivables Purchase Agreement, or (B) Collections held in the Collection Account or the Collection Account itself.

Section 6.04      Modification of Receivables . Except as provided in Section 3.3 of the Receivables Purchase Agreement, T-Mobile PCS Holdings will not (i) extend the maturity or adjust the Outstanding Balance or otherwise modify the terms of any Receivable in a manner that would result in the Dilution of such Receivable or that would otherwise prevent such Receivable from being an Eligible Receivable unless, in each case, T-Mobile PCS Holdings shall have been deemed to have received a Collection in respect of such Receivable, or (ii) amend, modify or

waive in any material respect any term or condition relating to payments under or enforcement of any Contract related thereto.

Section 6.05      Payment Instructions . T-Mobile PCS Holdings will instruct all Obligors to make payments with respect to the Receivables to a Payment Account and will not make or permit any change in the instructions to Obligors regarding payments to be made to a Payment Account, other than a change related solely to instructions to Obligors to pay to a new Payment Account which has been identified in writing to the Funding Purchaser (and the other Purchasing Entities).

Section 6.06      Marking of Records . At its expense, T-Mobile PCS Holdings will maintain records evidencing Receivables and related Contracts with a legend evidencing that such Receivables and related Contracts have been sold in accordance with this Agreement.

Section 6.07      Sales Tax . T-Mobile PCS Holdings will cause the Sellers under the Conveyancing Agreement to pay all sales, excise or other taxes with respect to the Receivables to the applicable taxing authority when due, and will, upon the request of the Bank Purchasing Agent, provide the Bank Purchasing Agent with evidence of such payment.

Section 6.08      Obligations of T-Mobile PCS Holdings . Except as otherwise expressly provided herein, the obligations of T-Mobile PCS Holdings to make the deposits and other payments contemplated by this Agreement are absolute and unconditional and all payments to be made by T-Mobile PCS Holdings under or in connection with this Agreement shall be made free and clear of, and T-Mobile PCS Holdings hereby irrevocably and unconditionally waives all rights of, any counterclaim, set-off, deduction or other analogous rights or defenses, in connection with such obligations, which it may have against the Funding Purchaser (or the other Purchasing Entities). All stamp, documentary, registration or similar duties or taxes, including withholding taxes and any penalties, additions, fines, surcharges or interest relating thereto, which are imposed or chargeable in connection with this Agreement shall be paid by T-Mobile PCS Holdings; provided that the Funding Purchaser (or any other Purchasing Entity) shall be entitled but not obliged to pay any such duties or taxes whereupon T-Mobile PCS Holdings shall on demand indemnify such party against those duties or taxes and against any costs and expenses so incurred by it in discharging them.

Section 6.09      Books of Account . At all times, T-Mobile PCS Holdings and the Funding Purchaser will maintain books of account, with the particulars of all monies, goods and effects belonging to or owing to T-Mobile PCS Holdings or the Funding Purchaser or paid, received, sold or purchased in the course of T-Mobile PCS Holdings’ or the Funding Purchaser’s business, and of all such other transactions, matters and things relating to the business of T-Mobile PCS Holdings or the Funding Purchaser.

Section 6.10      Corporate Existence; Merger or Consolidation .

(a)      Except as otherwise provided in this Section 6.11, T-Mobile PCS Holdings will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of its jurisdiction of formation, and T-Mobile PCS Holdings will obtain and preserve its qualification to do business as a foreign limited liability company in each

jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, any Transaction Documents and any of the Receivables and Related Rights which have been conveyed under a Transaction Document, and to perform its duties under this Agreement.

(b)      Any Person into which T-Mobile PCS Holdings may be merged or consolidated, or any corporation resulting from such merger or consolidation to which T-Mobile PCS Holdings is a party, or any Person succeeding to the business of T-Mobile PCS Holdings, shall be successor to T-Mobile PCS Holdings hereunder, without execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

(c)      T-Mobile PCS Holdings will remain the sole equitymember of the Funding Purchaser.

Section 6.11      Separate Existence .

(a)      Each of T-Mobile PCS Holdings and the Funding Purchaser shall hold itself out to the public as a legal entity separate and distinct from any other person and conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that it is responsible for the debts of any third party (including any of its affiliates).

(b)      Each of T-Mobile PCS Holdings and Funding Purchaser will take no action with respect to Funding Purchaser or its assets that is inconsistent with statements made in clause (a).

ARTICLE VII

INDEMNITIES; CERTAIN OTHER AGREEMENTS

Section 7.01      T-Mobile PCS Holdings Indemnification . T-Mobile PCS Holdings hereby undertakes, in favor of the Funding Purchaser and the other Purchasing Entities, the Funding Purchaser’s indemnification obligations as set forth in Section 9 of the Receivables Purchase Agreement, mutatis mutandis , and agrees that any obligee in respect of such obligations may obtain satisfaction of such obligations directly from T-Mobile PCS Holdings without first resorting to the Funding Purchaser, in each case as if T-Mobile PCS Holdings had itself directly entered into such obligation in favor of such obligee.

Section 7.02      Operation of Indemnities . Indemnification under this Article VII shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If T-Mobile PCS Holdings has made any indemnity payments to the Funding Purchaser pursuant to this Article VII and the Funding Purchaser thereafter collects any of such amounts from others, the Funding Purchaser will repay such amounts collected to T-Mobile PCS Holdings, except that any payments received by the Funding Purchaser from an insurance provider as a result of the events under which T-Mobile PCS Holdings' indemnity payments arose shall be repaid prior to any repayment of T-Mobile PCS Holdings’ indemnity payment.

Section 7.03      Security Interests . T-Mobile PCS Holdings will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien on any Purchased Receivables or on any Related Rights, whether now existing or hereafter transferred to the Funding Purchaser, or any interest therein (except otherwise permitted in the Transfer Documents. T-Mobile PCS Holdings will immediately notify the Funding Purchaser of the existence of any lien on any Receivables or on any Related Rights; and T-Mobile PCS Holdings shall defend the right and interest of the Funding Purchaser in, to and under the Receivables and the Related Rights, against all claims of third parties; provided , however , that nothing in this Section 7.03 shall prevent or be deemed to prohibit repurchases by T-Mobile PCS Holdings pursuant to this Agreement.

Section 7.04      Application of Excess Funds . On each Business Day, to the extent that the Funding Purchaser has available cash that is not otherwise being used for repurchases of Written-Off Receivables, Aged Receivables, Receivables subject to a breach of representation relating to its status as an Eligible Receivable or Receivables subject to a Dilution pursuant to the terms hereof (such excess cash, “ Excess Funds ”), the Funding Purchaser shall use such Excess Funds to make the following purchases or allocations in the following order of priority:

Section 7.05      Delivery of Collections . T-Mobile PCS Holdings agrees to pay to the Servicer promptly any misdirected Collections received by T-Mobile PCS Holdings in respect of the Receivables, for application in accordance with Section 4 of the Receivables Purchase Agreement.

Section 7.06      Separate Entity Existence . T-Mobile PCS Holdings shall cooperate with the Funding Purchaser in complying with, and as sole member of the Funding Purchaser agrees to cause the Funding Purchaser to comply with, in all material respects, the covenants of the Funding Purchaser set forth in Section 7 of the Receivables Purchase Agreement.

Section 7.07      Right of First Refusal . To the extent that the Funding Purchaser has elected to trigger the Funding Purchaser’s right of first refusal to repurchase Receivables from Billing Gate One under the Receivables Purchase Agreement (pursuant to Section 2.9(d) thereof), T-Mobile PCS Holdings or one (or more) of the Originators shall have a right of first

refusal to repurchase such Receivables at the same price (and in the same manner) as set forth with respect to the Purchaser’s right of first refusal pursuant to Section 2.9(d) of the Receivables Purchase Agreement.

ARTICLE VIII

MISCELLANEOUS

Section 8.01      Amendment . This Agreement may be amended from time to time in writing by T-Mobile PCS Holdings and the Funding Purchaser.

Section 8.02      Notices . All notices, demands, certificates, requests and communications hereunder (“ notices ”) shall be in writing and shall be effective (a) upon receipt when sent through the U.S. mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) one Business Day after delivery to an overnight courier, or (c) on the date personally delivered to an Authorized Officer of the party to which sent, or (d) on the date transmitted by legible telefax transmission with a confirmation or receipt, in all cases addressed to the recipient as follows:

(i)      If to T-Mobile PCS Holdings:

T-Mobile PCS Holdings LLC

12920 S.E. 38th Street

Bellevue, WA 98006

Attn: Vice President of Treasury

Facsimile: (425) 383-4840     

With a Copy to:

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, WA 98006

Attn: General Counsel

(ii)      If to the Funding Purchaser:

T-Mobile Airtime Funding LLC

12920 S.E. 38th Street

Bellevue, WA 98006

Attn: Vice President of Treasury

Facsimile: (425) 383-4840     

With a Copy to:

T-Mobile USA, Inc.

12920 SE 38th Street

Bellevue, WA 98006

Attn: General Counsel

Each party hereto may, by notice given in accordance herewith to each of the other parties hereto, designate any further or different address to which subsequent notices shall be sent.

Section 8.03      Delivery of Collections . T-Mobile PCS Holdings agrees to pay to the Servicer promptly any misdirected Collections received in respect of the Receivables, for application in accordance with Section 2 of the Receivables Purchase Agreement.

Section 8.04      Merger and Integration . Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, with respect to the subject matter hereof are superseded by this Agreement. This Agreement may not be modified, amended, waived, or supplemented except as provided herein.

Section 8.05      Headings . The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 8.06      Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York.

Section 8.07      No Bankruptcy Petition . The parties hereto covenant and agree that, prior to the date that is one year and one day after the Final Termination Date, it will not institute against, or solicit or join in or cooperate with or encourage any Person to institute against, the Funding Purchaser or Billing Gate One, any bankruptcy, reorganization, arrangements, insolvency or liquidation proceedings or other similar proceedings under the laws of the United States or any state of the United States. This Section 8.07 will survive the termination of this Agreement.

Section 8.08      Severability of Provisions . If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid or unenforceable, then such covenants, agreement, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Section 8.09      No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of the Funding Purchaser (or any other Purchasing Entity) or T-Mobile PCS Holdings, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive (except to the extent specifically provided herein) of any other rights, remedies, powers or privileges provided by law.

Section 8.10      Counterparts . This Agreement may be executed in two or more counterparts including by telefax or electronic imaging transmission thereof (and by different

parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

Section 8.11      Other Agreements . The parties hereto agree that, to the extent the parties enter into other agreements relating to the transactions contemplated hereby, the terms and conditions of this Agreement and the other Transaction Documents shall govern any provisions herein which may be inconsistent with any provisions of the other agreements.

Section 8.12      JURISDICTION . EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS.

Section 8.13      WAIVER OF JURY TRIAL . EACH PARTY TO THIS AGREEMENT WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OF THIS AGREEMENT OR A TRANSACTION DOCUMENT OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, AMENDMENTS AND RESTATEMENTS, OR MODIFICATIONS TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.

Section 8.14      Parties’ Agreement . The parties hereto, agree to the following terms and conditions: (i) on the Closing Date, T-Mobile PCS Holdings’ holds all of the outstanding membership interests of the Funding Purchaser, (ii) T-Mobile PCS Holdings shall, so long as this Agreement remains in effect, remain the sole member of the Funding Purchaser, (iii) the Funding Purchaser is a special and limited purpose limited liability company whose limited purpose reasonably relates to the telecommunications industry, and (iv) the transactions contemplated hereby shall constitute arms-length sales, assignments, conveyances, transfers and other dispositions of assets or rights by T-Mobile PCS Holdings to the Funding Purchaser.

[ signature page follows ]

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

DATED AS OF FEBRUARY 26, 2014

T-MOBILE AIRTIME FUNDING LLC

as Funding Seller

BILLING GATE ONE LLC

as Purchaser

LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE

as Bank Purchasing Agent

T-MOBILE PCS HOLDINGS LLC

as Servicer

and

T-MOBILE US, INC.

as Performance Guarantor

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MASTER RECEIVABLES PURCHASE AGREEMENT

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TABLE OF CONTENTS

THIS MASTER RECEIVABLES PURCHASE AGREEMENT (this “ Agreement ”) is dated as of February 26, 2014, and made

AMONG :

PREAMBLE

IT IS AGREED as follows:

In this Agreement (including recitals hereto):

“ Account Bank Required Rating ” means a short-term debt rating of at least A-1 by S&P and at least P-1 by Moody’s.

“ Account Control Agreement ” means the agreement dated on or about the date hereof among the Bank Purchasing Agent, the Purchaser, the Funding Seller and the Collection Account Bank entered into to perfect the security interest of the Bank Purchasing Agent and the Purchaser in the Collection Account.

“ Accrual Period ” means (A) initially, the period beginning on the Closing Date and ending on the first Settlement Date and (B) the period beginning on any Settlement Date and ending on the subsequent Settlement Date.

“ Administration Fee ” means the amount set forth in the applicable Fee Letter.

“ Adverse Claim ” means a lien, security interest, trust, mortgage, hypothecation, charge, floating charge, pledge, assignment, deposit arrangement, easement, right of way, or any promise or irrevocable mandate or other encumbrance (including any lien by attachment, conditional sale, capital lease, retention of title, and any form of extended retention of title), or other right, claim, preference, priority, or other preferential arrangement in the nature of a security interest of any kind or nature whatsoever under the laws of any jurisdiction in, of or on any asset or property of a Person (including any UCC financing statement or any similar instrument of any jurisdiction filed

against such Person, its assets or properties) and any financing lease having substantially the same economic effect as any of the foregoing.

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person.

“ Aged Receivable ” means a Purchased Receivable (other than a Written-Off Receivable) that has not been paid in full by the related Obligor more than 120 days after its original Due Date.

“ Aged Receivables Ratio ” means, for any Settlement Date, a fraction, expressed as a percentage, the numerator of which is the aggregate Outstanding Balance of all Receivables that first became Aged Receivables or Written-Off Receivables during the most recently ended Collection Period, and the denominator of which is the Settlement Date Receivables Balance for the immediately preceding Settlement Date (which, for purposes of the first Settlement Date, shall be deemed to have been the Closing Date Receivables Balance).

“ Aged Receivables Write-Off Amount ” shall have the meaning specified in Section 5.3

“ Aggregate Level 3 Excess Loss Sharing Payment Amount ” shall have the meaning specified in Section 5.3.

“ Aggregate Level 3 Loss Sharing Payment Amount ” shall have the meaning specified in Section 5.3.

“ Agreement ” shall have the meaning specified in the preamble hereto. For the avoidance of doubt, this “Agreement” shall include the Performance Guarantee.

“ Allocated Write-Off Amount ” means, with respect to each Batch, for each Settlement Date, the aggregate amount of Write-Offs that occurred with respect to the Purchased Receivables included in such Batch during the most recently ended Collection Period.

“ Bank Purchaser ” shall mean each of (A) Helaba and The Bank of Tokyo-Mitsubishi UFJ, Ltd., Düsseldorf branch, a bank incorporated under the laws of Japan, operating through its Düsseldorf Branch, which is registered with the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) of Düsseldorf under registration number HRB 34094, with its seat at Breite Straße 34, 40213 Düsseldorf, Germany, in their respective capacities as a “Bank Purchaser” under the Onward Receivables Purchase Agreement, and (B) any other Person that becomes party to the Onward Receivables Purchase Agreement as a “Bank Purchaser” in accordance with the terms thereof.

“ Bank Purchasing Agent ” means Helaba in its capacity as Bank Purchasing Agent under the Onward Receivables Purchase Agreement.

“ Bankruptcy Code ” means title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.

“ Bankruptcy Event ” means, for any Person, any of the following events:

“ Batch ” refers to the Closing Date Batch or any Collection Period Batch.

“ Batch Receivables Amount ” means the aggregate Nominal Value of all of the Purchased Receivables that belong to such Batch as at their respective Purchase Dates.

“ Billing Gate One Trust ” means Billing Gate One Trust, a Delaware statutory trust.

“ Bloomberg Screen ” means the display which appears on the Bloomberg page “USOOO1M” (or such other page as may replace that page on that service).

“ Business Day ” means a day (other than a Saturday or Sunday) on which banks in Düsseldorf, Germany; Frankfurt am Main, Germany; London, England, U.K.; New York City, New York, U.S.A.; Seattle, Washington, U.S.A.; Wilmington, Delaware, U.S.A.; and the Collection Account Bank are open for business.

“ CCPC ” means, with respect to a Receivable, the Cost Center Profit Center identified by the Servicer on its related books and records and collections systems.

“ Change in Law ” means (i) any change after the date of this Agreement in (a) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, or (b) the corresponding capital regulations promulgated by regulatory authorities outside the United States (including the Federal Republic of Germany), including, in each case, transition rules, and any amendments to such regulations adopted prior to the date of this Agreement, or (ii)

any adoption or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof after the date of this Agreement which affects the amount of capital required or expected to be maintained by any of the Purchasing Entities or any corporation controlling any of them. Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules, guidelines or directives in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be a Change in Law regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities shall be deemed to be a Change in Law regardless of the date adopted, issued, promulgated or implemented.

“ Change of Control ” means an event that shall be deemed to occur if Deutsche Telekom shall no longer (i) be the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of more than 50% of the Voting Shares of TMUS (or any successor entity) or (ii) have the ability to elect a majority of the Board of Directors of TMUS (or any successor entity).

“ Clean-up Call ” shall have the meaning specified in Section 11.9.

“ Closing Cut-Off Date ” means February 26, 2014, at 12:00 a.m., Pacific standard time.

“ Closing Date ” means March 3, 2014.

“ Closing Date Batch ” refers, in the aggregate, to all of the Receivables sold by the Funding Seller to the Purchaser on the Closing Date.

“ Closing Date Deferred Purchase Price ” means an amount equal to the sum of (i) the Closing Date Dilution Reserve Amount, (ii) the Closing Date Mandatory Repurchase Reserve Amount, and (iii) the Closing Date Yield Reserve Amount, (iv) the Closing Date Excess Funding Amount and (v) the Closing Date Level 4 Reserve Amount.

“ Closing Date Dilution Reserve Amount ” means an amount equal to the product of (i) the Closing Date Receivables Balance and (ii) the Dilution Discount Amount Percentage for the Closing Date.

“ Closing Date Excess Funding Amount ” means the amount (if any) by which the Closing Date Funded Amount would exceed the Funding Limit, after giving effect to the determination of the Closing Date Dilution Reserve Amount, the Closing Date Mandatory Repurchase Reserve Amount, the Closing Date Yield Reserve Amount and the Closing Date Level 4 Reserve Amount.

“ Closing Date Funded Amount ” means the amount that equals (A) the product of the Funding Advance Rate and the Closing Date Receivables Balance minus (B) the Closing Date Deferred Purchase Price.

“ Closing Date Level 4 Reserve Amount ” means the Level 4 Reserve Percentage multiplied by the Closing Date Receivables Balance.

“ Closing Date Mandatory Repurchase Reserve Amount ” means an amount equal to the product of (i) the Closing Date Receivables Balance and (ii) the Maximum Mandatory Repurchase Percentage on the Closing Date.

“ Closing Date Receivables Balance ” means an amount equal to the aggregate Outstanding Balance of all Purchased Receivables purchased by the Purchaser from the Funding Seller on the Closing Date, as of the close of business on the Closing Cut-Off Date.

“ Closing Date Yield Reserve Amount ” means an amount equal to $3,000,000.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time (and any successor statute thereto), and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code as in effect on the Closing Date, and any subsequent provisions of the Code, amendments thereto or substituted therefrom.

“ Collections ” means, with respect to any Purchased Receivable, any cash payments (or equivalent) made by or on behalf of the related Obligor with respect to such Purchased Receivable as a payment thereon and any other cash proceeds of such Purchased Receivables, including cash proceeds of Related Rights with respect to such Purchased Receivables.

“ Collection Account ” means the deposit account identified as the Collection Account in the Master Receivables Purchase Agreement Side Letter and any successor deposit account.

“ Collection Account Bank ” means the depositary institution at which the Collection Account is maintained, which depositary institution shall satisfy the Account Bank Required Rating.

“ Collection Period ” means (A) initially, the period beginning on the Closing Cut-Off Date and ending on March 31, 2014, and (B) each calendar month that shall occur thereafter.

“ Collection Period Batch ” refers, in the aggregate, to all of the Receivables (other than Receivables in the Closing Date Batch) that have been sold by the Funding Seller to the Purchaser within the same Collection Period, it being understood (for the avoidance of doubt) that each Collection Period in which Receivables are so sold shall give rise to a separate and distinct Batch.

“ Commitment Fee ” has the meaning specified in Section 4.1.

“ Commitment Fee Rate ” has the meaning specified in the applicable Fee Letter.

“ Competitor ” means any Person that is a telecommunications, internet or comparable service provider or otherwise a commercial competitor of the Performance Guarantor or one of its material Affiliates.

“ Confidential Information ” has the meaning specified in Section 12.1.

“ Consolidated Debt ” means, as of any date of determination, for the Performance Guarantor and its consolidated Subsidiaries, an amount equal to (a) the amount of long-term debt, plus (b) the amount of short-term debt, minus (c) cash and cash equivalents, each as of the end of the

preceding calendar quarter, each as determined in accordance with GAAP and shown in the consolidated balance sheets of the Performance Guarantor as of such date.

“ Consolidated EBITDA ” means, (I) for any fiscal quarter ending after June 30, 2013, an amount equal to the Consolidated Net Income for such period plus (a) each of the following to the extent deducted in calculating such Consolidated Net Income: (i) interest expense (net of interest income) payable by the Performance Guarantor and its Subsidiaries for such period, (ii) the provision for Federal, state, local and foreign income taxes payable (including those deferred) by the Performance Guarantor and its Subsidiaries for such period, (iii) depreciation and amortization expenses of the Performance Guarantor and its Subsidiaries for such period, (iv) other deducted income and expenses, (v) expenses constituting stock-based compensation and (vi) other non-recurring expenses of the Performance Guarantor and its Subsidiaries reducing such Consolidated Net Income which are not reflective of ongoing operations and (II) for any periods prior to or ending on June 30, 2013, the pro-forma statements shown in the Investor Quarterly (3 ^rd quarter 2013) as filed with the Securities and Exchange Commission on November 5, 2013, for the Performance Guarantor and its predecessor companies.

“ Consolidated Equity Ratio ” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is (a) Consolidated Shareholders’ Equity and the denominator of which is (b) Consolidated Total Assets.

“ Consolidated Leverage Ratio ” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is (a) Consolidated Debt as of such date and the denominator of which is (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.

“ Consolidated Net Income ” means, for any fiscal quarter for the Performance Guarantor and its consolidated Subsidiaries, the net income of the Performance Guarantor and its consolidated Subsidiaries as of the end of such fiscal quarter, determined in the accordance with GAAP and shown in the consolidated statements of income of the Performance Guarantor and its consolidated Subsidiaries for such date.

“ Consolidated Shareholders ’ Equity ” means, as of any date of determination, the stockholders’ equity of the Performance Guarantor and its consolidated Subsidiaries on a consolidated basis as of the end of the prior calendar quarter determined in accordance with GAAP and shown in the consolidated balance sheets of the Performance Guarantor as of such date.

“ Consolidated Total Assets ” means, as of any date of determination, the total assets of the Performance Guarantor and its consolidated Subsidiaries on a consolidated basis as of the end of the prior calendar quarter, determined in accordance with GAAP and shown in the consolidated balance sheets of the Performance Guarantor as of such date.

“ Contract ” means with respect to any Receivable, an agreement or arrangement pursuant to agreed upon terms and conditions between an Originator and any Obligor, pursuant to or under which such Obligor shall be obligated to pay for goods or services from time to time.

“ Contribution Agreement ” has the meaning specified in the Preamble hereto.

“ Conveyancing Agreement ” has the meaning specified in the Preamble hereto.

“ Credit and Collection Policy ” means, with respect to the Receivables and Related Rights, those policies and procedures of T-Mobile PCS Holdings (or one of its Affiliates) with respect to receivables credit, servicing, administering, originating and collection in effect as of the Closing Date and as modified from time to time in accordance with this Agreement.

“ Debt ” of any Person shall mean, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (iii) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (iv) all obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within twelve months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (v) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (vi) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Adverse Claim on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; provided that for purposes hereof the amount of such indebtedness shall be limited to the greater of (A) the amount of such indebtedness as to which there is recourse to such Person and (B) the fair market value of the property which is subject to the Adverse Claim, (vii) all guarantees of such Person, (viii) the principal portion of all obligations of such Person under capitalized leases, (ix) all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements, (x) the maximum amount of all standby letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (xi) all preferred stock issued by such Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due by a fixed date, and (xii) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product to which such Person is a party, where such transaction is considered borrowed money indebtedness for tax purposes. The Debt of any Person shall include the indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, but only to the extent to which there is recourse to such Person for payment of such indebtedness.

“ Deferred Purchase Price ” means, for each Settlement Date, the sum of (i) the Dilution Reserve Amount, (ii) the Mandatory Repurchase Reserve Amount, (iii) the Yield Reserve Amount, (iv) the Excess Funding Reserve Amount and (v) the Level 4 Reserve Amount, in each case, determined for such Settlement Date.

“ Delinquency Ratio ” means a fraction, expressed as a percentage, computed as of the last day of each Collection Period, the numerator of which is (a) the aggregate Outstanding Balance of all Purchased Receivables that were Delinquent Receivables as of the close of business on such day,

and the denominator of which is (b) the Settlement Date Receivables Balance as of the Settlement Date immediately preceding such day (which, for purposes of the first Collection Period, shall be deemed to have been the Closing Date Receivables Balance).

“ Delinquent Receivable ” means a Purchased Receivable that is not an Aged Receivable and for which any payment, or part thereof, remains unpaid for more than 60 and less than 91 days from the original Due Date for such payment.

“ Designated State ” means the states referred to in paragraph (dd) of Annex 3, or such other states designated by the Servicer from time to time and consented to by the Bank Purchasing Agent.

“ Deutsche Telekom ” means Deutsche Telekom AG, a public law corporation incorporated under the laws of Germany.

“ Dilutions ” means, with respect to any Purchased Receivable, the aggregate amount of any reductions or adjustments in the Outstanding Balance of such Receivable as a result of any defective, rejected, returned, repossessed or foreclosed goods or services or any credit, rebate, sales allowance, discount or other adjustment or setoff.

“ Dilution Discount Amount Percentage ” means:

(A) for each Settlement Date other than the first Settlement Date, a percentage equal to the greater of (i) the Dilution Peak Ratio multiplied by (x) 1.1, if TMUS shall then be rated at least BB by S&P and Ba3 by Moody’s, or (y) 1.5, otherwise, and (ii) 8%; and

(B) for the Closing Date and the first Settlement Date, 15%.

“ Dilution Peak Ratio ” means, (A) for the second and third Settlement Dates, the highest Dilution Ratio after the first Settlement Date, (B) for the fourth to fifteenth Settlement Dates, the highest three-month rolling average of the Dilution Ratios since the second Settlement Date, and (C) for any other Settlement Date, a percentage equal to the highest three-month rolling average of the Dilution Ratio over the 12 immediately preceding Settlement Dates.

“ Dilution Ratio ” means, for any Settlement Date, a fraction, expressed as a percentage, the numerator of which is (a) the amount of Dilutions that occurred during the most recently ended Collection Period, and the denominator of which is (b) the aggregate Nominal Value of all Receivables sold to the Purchaser hereunder during the most recent Collection Period.

“ Dilution Reserve Amount ” means, (A) for each Settlement Date prior to the Facility Termination Date, an amount equal to the product of (i) the Settlement Date Receivables Balance on such Settlement Date and (ii) the Dilution Discount Amount Percentage for such Settlement Date, (B) for each Settlement Date on or following the Facility Termination Date on which the Funded Amount is greater than zero, an amount equal to the lesser of (i) the Dilution Reserve Payment Amount and (ii) (a) the Settlement Date Receivables Balance minus (b) the Mandatory Repurchase Reserve Amount, and (C) for each other Settlement Date, zero, provided that, following the Facility Termination Date, the Bank Purchasing Agent at any time may reduce the Dilution Reserve Amount and increase either or both of the Mandatory Repurchase Reserve Amount and the Yield Reserve Amount by a corresponding total amount, whereupon the Dilution

Reserve Amount, the Mandatory Repurchase Reserve Amount and the Yield Reserve Amount shall be adjusted accordingly.

“ Dilution Reserve Payment Amount ” means, for each Settlement Date, the amount equal to the higher of (A) (i) the Dilution Reserve Amount for the immediately preceding Settlement Date (which, for purposes of the first Settlement Date, shall be deemed to have been the Closing Date Dilution Reserve Amount), minus (ii) the product of (a) the Funding Advance Rate, multiplied by (b) the aggregate amount of all Dilutions that occurred during the most recently ended Collection Period, and (B) zero.

“ Discount ” means, with respect to each Purchased Receivable, the Outstanding Balance of such Purchased Receivable on the related Purchase Date multiplied by the Discount Rate.

“ Discount Ledger ” means a book-entry ledger that shall be maintained by the Bank Purchasing Agent, in which the Bank Purchasing Agent shall record the Discount Ledger Balance in accordance with the terms of this Agreement.

“ Discount Ledger Adjusted Balance ” shall mean, for any Settlement Date, the amount equal to the sum of (A) the Discount Ledger Balance as of the end of the immediately preceding Settlement Date (which, for purposes of the first Settlement Date, shall be deemed to have been zero) plus (B) the aggregate of amounts that were required to have been added to the Discount Ledger Balance on such Settlement Date pursuant to Sections 2.7 and 5.4 hereof, which amount shall be determined by the Bank Purchasing Agent.

“ Discount Ledger Balance ” shall mean, as of any Settlement Date, the amount, which shall be determined by the Bank Purchasing Agent, equal to the following:

“ Discount Rate ” means 0.4%, as such percentage may be adjusted from time to time in accordance with the terms hereof.

“ DT Payment Guarantee ” means a guarantee for the benefit of the Purchasing Entities, substantially in the form attached hereto as Annex 9.

“ Due Date ” means, with respect to any Receivable, the date on which such Receivable becomes due and payable pursuant to the corresponding Invoice.

“ Eligible Receivable ” means any Receivable that satisfies all of the criteria specified in Annex 3.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statutes.

“ Excess Funding Amount ” means, for each Settlement Date, the amount (if any) by which the Funded Amount would exceed the Funding Limit, after giving effect to the determination of the Dilution Reserve Amount, the Mandatory Repurchase Reserve Amount, the Yield Reserve Amount and the Level 4 Reserve Amount and the making of all payments, on such Settlement Date.

“ Excess Funding Reserve Amount ” means, (A) for each Settlement Date prior to the Facility Termination Date, an amount equal to the Excess Funding Amount for such Settlement Date or such higher amount as may be related to the Funding Seller’s request in accordance with Section 2.2, (B) for each Settlement Date on or following the Facility Termination Date on which the Funded Amount is greater than zero, an amount equal to the lesser of (i) the Excess Funding Reserve Payment Amount and (ii) (a) the Settlement Date Receivables Balance minus (b) the Mandatory Repurchase Reserve Amount minus (c) the Dilution Reserve Amount minus (d) the Yield Reserve Amount minus (e) the Level 4 Reserve Amount, and (C) for each other Settlement Date, zero.

“ Excess Funding Reserve Payment Amount ” means, for each Settlement Date, the Excess Funding Reserve Amount for the immediately preceding Settlement Date (which, for purposes of the first Settlement Date, shall be deemed to have been zero).

“ Excess Level 3 Amount ” has the meaning specified in Section 5.3(b)(iv).

“ Excess Level 3 Excess Amount ” has the meaning specified in Section 5.3(c)(iv).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended or supplemented from time to time.

“ Excluded Taxes ” means any of the following Taxes (A) imposed on, or with respect to, (i) the Bank Purchasing Agent or any Bank Purchaser or (ii) only for purposes of Section 3.11, any Special Indemnified Party (as such term is defined therein) or (B) required to be withheld or deducted from a payment to any Purchasing Entity:

For the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Purchasing Entities contemplated by Section 3.11, 9.1(i), 19.8(a) or 19.8(b).

“ Excluded Receivable ” has the meaning specified in Section 2.1(c).

“ Facility Termination Date ” means the earliest of (a) the Scheduled Termination Date, (b) the date upon which the commitment of the Purchaser is terminated pursuant to Section 11.3, or (c)

the date upon which the commitment of the Purchaser is terminated in connection with a Termination Event hereunder.

“ Factoring Fee ” has the meaning specified in Section 4.2.

“ Factoring Fee Margin ” has the meaning specified in the applicable Fee Letter.

“ FATCA ” means Sections 1471 through 1474 of the Code as of the date of this Agreement and any regulations or official interpretations thereof (or any amended or successor version thereof), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any published intergovernmental agreements entered into in connection with the implementation of such Sections of the Code.

“ FATCA Deductions ” means any deductions or withholdings required by FATCA from any payments made by the Funding Seller, the Originators or the Initial Purchaser in connection with this Agreement or any of the other Transaction Documents.

“ Fee Letter ” means (i) that certain fee letter of even date herewith among the Funding Seller, the Purchaser and the Bank Purchasers and (ii) each other agreement among any of the parties hereto identified as a “Fee Letter” and entered into in connection herewith, each as amended, restated, supplemented or otherwise modified from time to time.

“ Final Termination Date ” means the first date after the Facility Termination Date on which (a) the Funded Amount has been reduced to zero and (b) all other obligations of the Funding Seller, the Servicer and the Performance Guarantor then payable have been paid in full in cash or otherwise satisfied and (c) all the Receivables previously sold to the Purchaser have been either paid, written-off by the Servicer or repurchased by the Funding Seller.

“ Fitch ” means Fitch Ratings, Inc.

“ Funded Amount ” means, for each Settlement Date, (a) (i) the product of (A) the Funding Advance Rate and (B) the Settlement Date Receivables Balance for such Settlement Date minus (ii) the Deferred Purchase Price as of such Settlement Date or (b) such lesser amount as the Funding Seller may request in accordance with Section 2.2.

“ Funding Advance Rate ” means, as of a Settlement Date, a percentage equal to (a) 100% minus (b) the Discount Rate.

“ Funding Limit ” means $500,000,000, as the same may be increased pursuant to Section 2.13 or decreased pursuant to Section 2.14.

“ Funding Seller ” shall have the meaning specified in the recitation preceding the Preamble hereof.

“ Funding Seller Termination Event ” shall have the meaning specified in Section 11.2.

“ Funding Seller’s Fees ” means, for any Settlement Date, the sum of the Commitment Fee, the Factoring Fee, the Administration Fee, all fees payable to Wells Fargo in its capacity as the trustee of the manager of the Purchaser, and all Servicer Fees.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board, the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“ Helaba ” has the meaning specified in the recitation preceding the preamble hereof.

“ IASB ” means the International Accounting Standards Board.

“ IFRS ” means the International Financial Reporting Standards as issued and amended by the IASB.

“ Immediate Write-Off Amount ” shall have the meaning specified in Section 5.3.

“ Increased Costs ” has the meaning specified in Section 4.4.

“ Indemnified Amounts ” has the meaning specified in Section 9.1.

“ Indemnified Party ” has the meaning specified in Section 9.1.

“ Indemnified Taxes ” means all Taxes that are not Excluded Taxes.

“ Initial Purchaser ” shall have the meaning specified in the Preamble hereof.

“ Invoice ” means, with respect to any Receivable, the original bill in relation to such Receivable as issued by an Originator to the Obligor with respect to such Receivable.

“ Invoice Date ” means, with respect to any Invoice, the date on which such Invoice was originally issued.

“ KfW ” means KfW IPEX-Bank Gesellschaft mit beschraenkter Haftung and its successors.

“ KfW Guarantee ” means that certain guarantee to be provided by KfW to the Bank Purchasers, as the same may be amended, supplemented or otherwise modified from time to time.

“ Late Collection ” means any Collection received by the Funding Seller, the Servicer and/or any Originator with respect to an Aged Receivable after such Aged Receivable shall have been transferred to the Funding Seller pursuant to Section 5.1, until such Aged Receivable shall have (i) been paid in full or (ii) become a Written-Off Receivable.

“ Level 3 Maximum Amount ” means, for any Settlement Date, the following amount, as may be adjusted from time to time in accordance with the terms hereof: (a) $50,000,000 minus (b) the sum of the amounts by which the Level 3 Maximum Amount was required to be reduced (whether or not such amounts were actually paid) pursuant to Section 5.3(b)(iii) and Section 5.3(c)(iii) on all prior Settlement Dates plus (c) the aggregate amount of all Recoveries paid to the Funding Seller and the Purchaser pursuant to Section 5.4(iii) on such Settlement Date and all prior Settlement Dates.

“ Level 4 Reserve Amount ” means, for any Settlement Date, an amount equal to:

“ Level 4 Reserve Batch Amount ” means, for each Collection Period Batch, the greater of (A) its Batch Receivables Amount and (B) $875,000,000.

“ Level 4 Reserve Percentage ” means 5.14%, as such percentage may be adjusted from time to time in accordance with the terms hereof.

“ LIBOR ” means, for each Accrual Period, the percentage rate per annum for deposits in USD in a principal amount equal to not less than USD 1,000,000 having a maturity of one month displayed on the Bloomberg Screen two Business Days prior to the first day of such Accrual Period. If such rate is unavailable for any reason on such day, “LIBOR” shall be determined on the basis of the rates at which one month deposits in USD are offered by four prime banks in the London interbank market reasonably selected by the Bank Purchasing Agent (the “ Reference Banks ”), at approximately 11:00 a.m. (London time) on such date, to prime banks in the London interbank market in an amount determined by the Bank Purchasing Agent. If at least two such quotations are provided, “LIBOR” will be the arithmetic mean of the quotations rounded to four decimal places. If fewer than two quotations are provided, “LIBOR” will be the arithmetic mean of rates quoted by at least two major banks in New York City, reasonably selected by the Bank Purchasing Agent, at approximately 11:00 a.m., New York City time, on such date for one month loans in USD to leading European banks in a principal amount equal to not less than USD 1,000,000; provided, however, that if fewer than two Reference Banks selected as aforesaid by the Bank

Purchasing Agent are quoting rates as mentioned above, “LIBOR” shall be the rate in effect for the previous Accrual Period. Notwithstanding the foregoing, with respect to the initial Accrual Period, “LIBOR” shall be determined through the use of straight-line interpolation by reference to two rates based on the relevant rates displayed on the Bloomberg Screen, one of which shall be determined as if the initial Accrual Period were one month in duration and the other of which shall be determined as if the initial Accrual Period were two months in duration.

“ Mandatory Repurchase Reserve ” means, for any Batch on each Settlement Date, an amount equal to the Maximum Batch Mandatory Repurchase Amount.

“ Mandatory Repurchase Reserve Amount ” means, (A) for each Settlement Date prior to the Facility Termination Date, an amount equal to the sum of the Mandatory Repurchase Reserves for (x) for the initial four Settlement Dates, the Closing Date Batch and all Collection Period Batches preceding such Settlement Date and (y) thereafter, the five Collection Period Batches immediately preceding such Settlement Date, (B) for each Settlement Date on or following the Facility Termination Date on which the Funded Amount is greater than zero, an amount equal to the lesser of (i) the Mandatory Repurchase Reserve Payment Amount and (ii) the Settlement Date Receivables Balance, and (C) for each other Settlement Date, zero, provided that, following the Facility Termination Date, the Bank Purchasing Agent may at any time reduce the Mandatory Repurchase Reserve Amount and increase either or both of the Dilution Reserve Amount and the Yield Reserve Amount by a corresponding total amount, whereupon the Dilution Reserve Amount, the Mandatory Repurchase Reserve Amount and the Yield Reserve Amount shall be adjusted accordingly.

“ Mandatory Repurchase Reserve Payment Amount ” means, for each Settlement Date, the amount equal to (i) the Mandatory Repurchase Reserve Amount for the immediately preceding Settlement Date (which, for purposes of the first Settlement Date, shall be deemed to have been the Closing Date Mandatory Repurchase Reserve Amount), minus (ii) the amount equal to the losses to be borne by the Funding Seller pursuant to Section 5.3(b)(i) on such Settlement Date, minus (iii) the amount of the payment deemed to have been made by the Funding Seller to the Purchaser pursuant to Section 5.1 on such Settlement Date.

“ Master Receivables Purchase Agreement Side Letter ” means that certain side letter dated the date hereof among the parties hereto.

“ Material Adverse Change ” means a material adverse change in, or a material adverse effect on:

“ Maximum Batch Mandatory Repurchase Amount ” means, with respect to a Batch and a Settlement Date, the following:

“ Maximum Mandatory Repurchase Percentage ” means 2.2%, as amended from time to time pursuant to the provisions of Section 5.5, or any other percentage to which the Funding Seller and the Bank Purchasing Agent may agree in writing from time to time.

“ Maximum Sales Amount ” means $1,200,000,000 or such other amount agreed from time to time between the Funding Seller and the Bank Purchasing Agent.

“ Monthly Report ” means a report in the form of Annex 6.

“ Moody’s ” means Moody’s Investors Service, Inc., and any successor thereto.

“ Netting Provisions ” means the provisions of Section 10.3 hereof.

“ Nominal Value ” means, for any Receivable, the full face amount ( i.e. , the nominal value) owed by the Obligor of such Receivable as evidenced by the corresponding Invoice.

“ Notice of Assignment ” means a notice, executed in blank by each Originator and delivered to the Bank Purchasing Agent on the Closing Date, informing the Obligors with respect to Purchased Receivables that such Purchased Receivables have been assigned to the Bank Purchasing Agent for the benefit of the Bank Purchasers.

“ Obligor ” means any Person with respect to whom/which an Originator has originated a claim for payment (receivable) for the provision of goods and/or services which claim has subsequently been acquired by the Funding Seller pursuant to the Contribution Agreement.

“ Onward Receivables Purchase Agreement ” has the meaning specified in the Preamble hereto.

“ Originator ” means each of the Subsidiaries of the Performance Guarantor party to the Conveyancing Agreement as “Originators” from time to time.

“ Other Corporations ” means the T-Mobile Group other than the Funding Seller.

“ Outstanding Balance ” with respect to any Purchased Receivable, means the Nominal Value of such Purchased Receivable, after giving effect to (i) all Collections received (or deemed to be received) with respect thereto by the Servicer, the Funding Seller, the Initial Purchaser and/or any Originator, and (ii) all Write-Off amounts with respect thereto.

“ Overdue Receivable ” means any Purchased Receivable which remains unpaid in whole or in part at any time after its Due Date.

“ Payment Account ” means each of the deposit accounts identified and listed as a “Payment Account” in the Master Receivables Purchase Agreement Side Letter and any successor deposit account, as such list may be supplemented by the Servicer from time to time.

“ Payment Account Bank ” means any depositary institution at which a Payment Account is maintained.

“ Performance Guarantee ” means the guarantee provided by the Performance Guarantor for the benefit of the Purchaser and the Bank Purchasers pursuant to Article 19.

“ Performance Guarantor ” has the meaning specified in the recitation preceding the preamble hereof.

“ Person ” means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, unincorporated association, trust, joint venture or other entity, or a government or any political subdivision or agency thereof.

“ Purchase Date ” means, with respect to a Purchased Receivable, the date on which such Purchased Receivable is acquired, or purported to be acquired, by the Purchaser from the Funding Seller in accordance with the terms of this Agreement.

“ Purchase Price ” means, with respect to each Purchased Receivable on its Purchase Date, (a) the Outstanding Balance of such Purchased Receivable on such date minus (b) the Discount with respect to such Purchased Receivable.

“ Purchased Receivable ” means any Receivable (other than an Excluded Receivable) which has been acquired, or purported to be acquired, by the Purchaser from the Funding Seller in accordance with the terms of this Agreement.

“ Purchaser ” has the meaning specified in the recitation preceding the Preamble hereof.

“ Purchasing Entity ” means each of (A) the Purchaser, (B) each of the Bank Purchasers and (C) the Bank Purchasing Agent.

“ Receivable ” means any “account” or “general intangible” (as such terms are defined in the UCC) or other indebtedness or payment obligation of an Obligor, in each case, resulting from the provision or sale of merchandise, goods or services by an Originator, including, without limitation, the right to payment of interest or finance charges, taxes, delinquency or late-payment charges, delivery charges, extension or collection fees and all other obligations related thereto.

“ Recharacterization ” has the meaning specified in Section 2.10.

“ Recoveries ” means all Collections with respect to Written-Off Receivables, provided that the parties agree that tax refunds, whether in the form of cash or otherwise, with respect to Receivables shall not constitute Collections or Recoveries.

“ Related Rights ” means all of the Funding Seller’s right, title and interest in, to and under (a) the Transaction Documents, (b) the Collection Account and (c) without limiting the foregoing, with

respect to any Receivable, all of the related Originators’, the Initial Purchaser’s and the Funding Seller’s respective right, title and interest in, to and under:

“ Reporting Date ” means the fourth Business Day immediately preceding each Settlement Date.

“ Required Amount ” means the aggregate of the amounts needed for full payments pursuant to Section 2.7(b)(i)-(vii).

“ Requirement of Law ” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Restricted Receivable ” means any Receivable which is not freely assignable, which arose under a Contract the terms of which require notice to, or the consent of, the related Obligor to the assignment of that Receivable or which purports to restrict the ability of the Purchaser or its assignees to exercise their rights under this Agreement, including, without limitation, their right to review the Contract.

“ S&P ” means Standard & Poor’s Ratings Service and any successor thereto.

“ Scheduled Termination Date ” means March 14, 2016.

“ Securitization Obligation ” of any Person shall mean the amount outstanding under any securitization transaction or similar off-balance sheet financing product to which such Person is a party, where such transaction is considered borrowed money indebtedness for tax purposes.

“ Servicer Event ” means the occurrence and continance of a Servicer Replacement Event or a Servicer Termination Event, as applicable.

“ Servicer Fee ” has the meaning specified in Section 4.3.

“ Servicer Replacement Event ” has the meaning specified in Section 3.1.

“ Servicer Termination Event ” means:

“ Settlement Date ” means the 12 ^th day of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day, with the first such Settlement Date being April 14, 2014, provided that, after the occurrence and continuance of a Termination Event, such other Business Day designated by the Bank Purchasing Agent (which, for the avoidance of doubt, may occur with any frequency and more frequently than monthly) pursuant to Section 2.4(d) of the Onward Receivables Purchase Agreement. For the avoidance of doubt, whenever a reference is made herein to a Settlement Date that is “related to” a Collection Period, the referenced Settlement Date shall be understood to refer to the first Settlement Date to occur after the end of such Collection Period.

“ Settlement Date Receivables Balance ” means, for each Settlement Date, an amount equal to (A) the aggregate Outstanding Balance of all of the Purchased Receivables which are Eligible Receivables as of the last day of the most recently ended Collection Period minus (B) the aggregate Outstanding Balance of all of the Purchased Receivables transferred pursuant to Section 5.1(a) or 5.1(b) on such Settlement Date.

“ Special Indemnified Amount ” has the meaning specified in Section 3.11.

“ Special Indemnified Party ” has the meaning specified in Section 3.11.

“ Subject to Defenses ” means subject to affirmative or absolute defenses of any type and based on any grounds, including nullity, voidability, assignability, rights of retention or set-off.

“ Subsidiary ” means, as to any Person, any other Person that is controlled, directly or indirectly by such Person; and for purposes of this definition, the term “ control ” means: (A) the direct or indirect ownership of a majority of the Voting Shares of such Person, (B) having the right to appoint a majority of the board of directors or supervisory board or like board or body, or (C) having the power to direct the management and policies of such Person, whether through the ownership of such Voting Shares, by contract or otherwise.

“ T-Mobile Group ” means the Performance Guarantor, T-Mobile PCS Holdings, the Funding Seller, the Originators and each of the other Affiliates of the Performance Guarantor, excluding, for the avoidance of doubt, the Purchaser.

“ T-Mobile Information ” means, with respect to each Receivable sold hereunder from time to time, the following: (i) billing account number, (ii) invoice number, (iii) invoice due date, (iv) invoice amount and (v) the related Originator.

“ T-Mobile PCS Holdings ” has the meaning specified in the recitation preceding the Preamble hereof.

“ Taxes ” means any and all present and future taxes, duties, deductions, withholdings, tax liability or tax commitment amounts, or other charges of any nature imposed by any Governmental Authority, including (A) any and all stamp or documentary taxes or any sales, value-added, goods and services or transfer taxes or similar levies arising from any payment made under, or in connection with, the Receivables, any of the Related Rights, or the transactions contemplated by any and all of the Transaction Documents and (B) any and all interest, surcharges, additions to tax or penalties applicable thereto (which taxes, duties, deductions, withholdings or other charges, for the avoidance of doubt, shall include those imposed by the laws of the United States of America, the Federal Republic of Germany and/or any political subdivisions thereof).

“ Termination Event ” has the meaning specified in Section 11.4.

“ Transaction Documents ” means, collectively, the Onward Receivables Purchase Agreement, this Agreement, the Contribution Agreement, the Conveyancing Agreement, the Account Control Agreement, the KfW Guarantee, each Fee Letter and the Master Receivables Purchase Agreement Side Letter, together with any other agreement or document entered into or delivered by any party hereto or thereto in connection herewith or therewith (including, but not limited to, the DT Payment Guarantee, if, as and when executed), as the same may be amended, supplemented or otherwise modified from time to time.

“ UCC ” means the Uniform Commercial Code as in effect in the State of New York; provided that , if, according to such statute, the effect of the perfection or the non-perfection of the security interest in any property contemplated by this Agreement is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “UCC” in that context shall refer to the Uniform Commercial Code as in effect in such jurisdiction.

“ Unpaid Repurchased Receivable ” means any receivable that (A) has been transferred to the Funding Seller pursuant to Section 5.1, (B) has not yet become a Written-Off Receivable and (C) has not been otherwise paid in full.

“ Unused Part of the Funding Limit ” means, for purposes of determining the amount of the Commitment Fee payable pursuant to Section 4.1 by the Funding Seller to the Purchaser on any Settlement Date, the amount by which the Funding Limit exceeded the Funded Amount on the immediately preceding Settlement Date (which, for purposes of the first Settlement Date, shall be deemed to have been the Closing Date Funded Amount).

“ USD ” or “ $ ” means United States Dollars, the lawful currency of the United States of America.

“ Voting Shares ” means, with respect to any Person, any class or classes of capital stock or other ownership interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect directors, managers or trustees of such Person (irrespective of whether or not, at the time, stock of any other class or classes has, or might have, voting power by reason of the happening of any contingency).

“ Wells Fargo ” means Wells Fargo Delaware Trust Company, National Association.

“ Write-Off ” means, with respect to any Purchased Receivable other than an Aged Receivable that has not been repurchased by the Funding Seller in accordance with Section 5.1(b), the portion of the Nominal Value thereof, if any, that has been “written off” in accordance with the Credit and Collection Policy, and, with respect to an Aged Receivable that has not been repurchased by the Funding Seller in accordance with Section 5.1(b), an amount equal to the product of (A) the Funding Advance Rate times (B) the Outstanding Balance of such Receivable.

“ Write-Off Horizon ” means, (A) for each Written-Off Receivable, the number of days (rounded up to the next integral number) between its due date and the date of the applicable Write-Off, and (B) for each Unpaid Repurchased Receivable, the greater of (i) the number of days (rounded up to the next integral number) that have passed since its due date and (ii) 155.

“ Write-Off Ratio ” means, for any Settlement Date, the percentage equivalent of a fraction, the numerator of which shall be (a) the Outstanding Balance of Purchased Receivables that first became Written-Off Receivables during the immediately preceding Collection Period, and the denominator of which shall be (b) the Settlement Date Receivables Balance as of the immediately preceding Settlement Date (which, for purposes of the first Settlement Date, shall be deemed to have been the Closing Date Receivables Balance).

“ Written-Off Receivable ” means any Purchased Receivable with regard to which a Write-Off has occurred.

“ Yield Reserve Amount ” means: (A) for each Settlement Date prior to the Facility Termination Date, an amount equal to the greater of (i) 6 times the aggregate of all of the Funding Seller’s Fees that shall become payable by the Funding Seller to the Purchaser or any other Person during the period beginning on the day following such Settlement Date and ending on the immediately succeeding Settlement Date and (ii) $3,000,000; (B) for each Settlement Date on or following the Facility Termination Date on which the Funded Amount is greater than zero, an amount equal to

the lesser of (i) the Yield Reserve Payment Amount and (ii) (a) the Settlement Date Receivables Balance minus (b) the Mandatory Repurchase Reserve Amount minus (c) the Dilution Reserve Amount, and (C) for each other Settlement Date, zero, provided that, following the Facility Termination Date, the Bank Purchasing Agent at any time may reduce the Yield Reserve Amount and increase either or both of the Mandatory Repurchase Reserve Amount and the Dilution Reserve Amount by a corresponding total amount, whereupon the Dilution Reserve Amount, the Mandatory Repurchase Reserve Amount and the Yield Reserve Amount shall be adjusted accordingly.

“ Yield Reserve Payment Amount ” means, for any Settlement Date, the amount equal to (i) the Yield Reserve Amount for the immediately preceding Settlement Date (which, for purposes of the first Settlement Date, shall be deemed to have been the Closing Date Yield Reserve Amount) minus (ii) all of the Funding Seller’s Fees that were payable by the Funding Seller to the Purchaser or any other Person since the immediately preceding Settlement Date.

Collection Period and shall be effective, prospectively, from the beginning of the immediately succeeding Collection Period.

in each case as may be necessary or desirable under the UCC in order to perfect the respective interests of the Purchaser and the Bank Purchasing Agent in the Receivables sold, or purported to be sold, by the Funding Seller to the Purchaser hereunder.

understood that the disclosure of this Agreement or the existence of this Agreement to the public generally shall not constitute such a notification;

also shall be deemed to be, and hereby is, a “security agreement” within the meaning of the UCC, and (ii) the conveyance by the Funding Seller provided for in this Agreement shall be deemed to be a grant by the Funding Seller to the Purchaser, and the Funding Seller hereby grants to the Purchaser, a security interest in, to and under all of the Funding Seller’s right, title and interest in, to and under the Purchased Receivables and Related Rights conveyed by the Funding Seller to the Purchaser, hereunder, whether now or hereafter existing or created, to secure (1) the rights of the Purchaser hereunder, (2) a loan by the Purchaser to the Funding Seller in the amount of the Funded Amount from time to time and (3) without limiting any of the foregoing, the payment and performance of the obligations (whether monetary or otherwise) from time to time owing by the Funding Seller to the Purchaser hereunder. The Funding Seller shall take such actions as may be necessary to ensure that a security interest in such Purchased Receivables will be a perfected security interest of first priority in favor of the Purchaser under the UCC and all other applicable law and shall be maintained as such throughout the term of this Agreement. If a Recharacterization were to occur, after the occurrence of any Termination Event, the Purchaser and its permitted assignees (including the Bank Purchasing Agent) shall have, in addition to the rights and remedies contemplated by this Agreement and the other Transaction Documents, all other rights and remedies against the Funding Seller and the Originators provided to a secured creditor under the UCC and other applicable law, and the parties hereto agree that each remittance of Collections to the Purchaser hereunder shall be, or have been, in payment of debt incurred by the Funding Seller in the ordinary course of its business.

the control of the Servicer, the Funding Seller, the Initial Purchaser or the Originators relating to Purchased Receivables and the Related Rights, including, without limitation, the Contracts, provided that information relating to specific Receivables shall be limited to the T-Mobile Information; and

such deposit accounts and shall not allow such funds to be commingled with any other cash prior to the identification of such funds as Collections or otherwise.

except where the failure to so qualify could not be expected to have a material adverse effect on the Servicer’s ability to perform its duties or obligations with respect to the Purchased Receivables;

110% of the reasonable costs and expenses of the Servicer in administering and collecting the Purchased Receivables.

Notwithstanding anything to the contrary contained in this Agreement, none of the Funding Seller, the Servicer, the Originators or the Performance Guarantor shall have any obligation to make a “gross-up” payment of taxes or indemnification under this Section 4.7 to the Purchaser or the Bank Purchasers related to a FATCA Deduction.

meaning of Section 881(c)(3)(C) of the Code, or (iv) a correct, complete and properly executed U.S. Internal Revenue Service Form W-8IMY, with appropriate attachments from each of the beneficial owners that either (a) satisfies one of the clauses (i) through (iii) above or (b) is a correct, complete and properly executed U.S. Internal Revenue Service Form W-9. For any period with respect to which any of the Purchasing Entities has failed to provide the Funding Seller with the appropriate, complete and accurate form or other relevant document pursuant to this Section 4.7 establishing a complete exemption from U.S. federal withholding tax, such Purchasing Entity shall not be entitled to any “gross-up” of taxes or indemnification under this Section 4.7.