THIRD AMENDMENT

THIS THIRD AMENDMENT TO THE RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (this “Amendment”), dated as of November 30, 2016, is entered into by and among T-Mobile PCS Holdings LLC, a Delaware limited liability company (“T-Mobile PCS Holdings”), and T-Mobile Airtime Funding LLC, a Delaware limited liability (the “Funding Purchaser”).

WHEREAS, T-Mobile PCS Holdings and the Funding Purchaser are parties to that certain Receivables Sale and Contribution Agreement, dated as of February 26, 2014, as amended by that certain First Amendment to the Receivables Sale and Contribution Agreement, dated as of November 28, 2014 and that certain Second Amendment to the Receivables Sale and Contribution Agreement, dated as of January 9, 2015 (collectively, the “Agreement”);

WHEREAS, the parties hereto desire to amend the Agreement in certain respects as provided herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

“(a)(i) Subject to the terms and conditions set forth in this Agreement and other than with respect to the sales, transfers, assignments, set-overs and conveyances contemplated by clauses (ii) and (iii) below, T-Mobile PCS Holdings on the Closing Date and each Business Day thereafter 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), by transfer of individual whole Receivables, all of T-Mobile PCS Holdings’ right, title and interest in and to the Eligible Receivables with aggregate Nominal Values equal to 95% of the Nominal Values of Receivables purchased by T-Mobile PCS Holdings from the Originators on such Business Day and not previously sold to the Funding Purchaser, and all associated Related Rights (including all Collections associated with the foregoing). Such Receivables shall be selected by T-Mobile PCS Holdings in a manner which satisfies the requirements of Section 7.1(m)(i) of the Receivables Purchase Agreement and such sale shall be reflected in its records in accordance with Section 6.06. The parties agree that the sales and contributions of Receivables by T-Mobile PCS Holdings to the Funding Purchaser under this Agreement shall be sales and contributions of whole Receivables and not participation interests in whole Receivables.”

“Repurchases of Aged Written-Off Receivables; Retransfers of EPS 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 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. In the event that Purchased Receivables that have become EPS Receivables are retransferred to Funding Seller pursuant to Section 5.1(a) of the Receivables Purchase Agreement, then without further action on the part of T-Mobile PCS Holdings or the Funding Purchaser, such Purchased Receivables that have become EPS Receivables shall be immediately thereafter retransferred to T-Mobile PCS Holdings. Such repurchases and retransfers shall be made on the same date and on the same terms of the repurchases and retransfers to take place under Section 5.1 of the Receivables Purchase Agreement. All such repurchases and retransfers 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.”

 

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