THIRD AMENDMENT TO THE MASTER RECEIVABLES PURCHASE AGREEMENT

““Level 4 Reserve Batch Amount” means, for each Collection Period Batch, the greater of (A) its Batch Receivables Amount and (B) $875,000,000; provided that on and after: (i) the New York Designation Date, the amount set forth in clause (B) shall increase automatically by an additional $75,000,000, and (ii) the Maximum Sales Amount Increase Date, the amount set forth in clause (B) shall increase automatically by an additional $35,000,000.”

““Level 4 Reserve Percentage” means, for each Batch, (i) with respect to the Closing Date, the April 2014 Settlement Date, the May 2014 Settlement Date and the June 2014 Settlement Date, 5.14%, (ii) with respect to the July 2014 Settlement Date, the August 2014 Settlement Date and the September 2014

Settlement Date, 5.83%, (iii) with respect to the October 2014 Settlement Date, (A) as it relates to the Collection Period Batches for the June 2014 Collection Period, the July 2014 Collection Period and the August 2014 Collection Period, 4.55%, and (B) as it relates to the Collection Period Batch for the September 2014 Collection Period, 4.90%, (iv) with respect to the November 2014 Settlement Date, (A) as it relates to the Collection Period Batches for the July 2014 Collection Period and the August 2014 Collection Period, 4.55%, and (B) as it relates to the Collection Period Batches for the September 2014 Collection Period and the October 2014 Collection Period, 4.90%, (v) with respect to the December 2014 Settlement Date, (A) as it relates to the Collection Period Batch for the August 2014 Collection Period, 4.55%, and (B) as it relates to the Collection Period Batches for the September 2014 Collection Period, the October 2014 Collection Period and the November 2014 Collection Period, 4.90%, and (vi) with respect to the January 2015 Settlement Date and all subsequent Settlement Dates thereafter, 4.90% as such percentage may be adjusted from time to time in accordance with the terms hereof; provided that on and after: (a) the New York Designation Date, the Level 4 Reserve Percentage shall increase automatically by an additional 0.15%, and (b) the Maximum Sales Amount Increase Date, the Level 4 Reserve Percentage shall increase automatically by an additional 0.03%.”

““Maximum Mandatory Repurchase Percentage” means, (i) with respect to the Closing Date Batch and the Batches related to the first three consecutive Collection Periods following the Closing Cut-Off Date, 2.20%, (ii) with respect to the June 2014 Batch, the July 2014 Batch and the August 2014 Batch, 1.95%, and (iii) with respect to the September 2014 Batch and all subsequent Batches thereafter, 1.60%, 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; provided that on and after: (a) the New York Designation Date, the Maximum Sales Amount shall increase automatically by an additional $200,000,000, and (b) the Maximum Sales Amount Increase Date, the Maximum Sales Amount shall increase automatically by an additional $50,000,000.”

““Maximum Sales Amount Increase Date” means the date set forth in a notice to be sent by the Funding Seller to the Bank Purchasing Agent indicating that the “Maximum Sales Amount” will be increased by $50,000,000.”

““New York Designation Date” means the date set forth in a notice to be sent by the Funding Seller to the Bank Purchasing Agent upon which the Funding Seller will begin selling Receivables relating to New York to the Purchaser.”

“Section 1.3    Application of Revised Allocation Levels. The parties hereto agree that following any amendment or revision to the definition of Discount Rate, Funding Advance Rate or Level 4 Reserve Percentage:

(A) for any amount whose determination (or calculation) hereunder is based upon the application of the Discount Rate or the Funding Advance Rate to a particular Batch, to certain Purchased Receivables in a Batch, or to quantities associated with certain Purchased Receivables (including, but not necessarily limited to, Dilutions, Settlement Date Receivables Balances, Collections, Late Collections and Outstanding Balances), the Discount Rate and the Funding Advance Rate that is associated with such Batch (or related to such Purchased Receivables) when such Batch (or related Purchased Receivables) was sold by the Funding Seller to the Purchaser hereunder shall apply when making such determination (or calculation), irrespective of the date of when such determination (or calculation) is in fact made; and

(B) in the event that an amount to be determined hereunder relates to multiple Batches and varying Discount Rates, Funding Advance Rates or Level 4 Reserve Percentages, such aggregate amount shall be determined by (1) applying each applicable Discount Rate, Funding Advance Rate or Level 4 Reserve Percentage, as the case may be, separately to the related Batch or Batches and then (2) aggregating the results obtained by application of the preceding clause.”

T-MOBILE AIRTIME FUNDING LLC, as Funding Seller

BILLING GATE ONE LLC, as Purchaser

By: Billing Gate One Trust, as Manager

By: Wells Fargo Delaware Trust Company, National Association, solely as Trustee and not in its individual capacity

LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Bank Purchaser and Bank Purchasing Agent

T-MOBILE PCS HOLDINGS LLC, as Servicer

T-MOBILE US, INC., as Performance Guarantor

ACKNOWLEDGED AND ACCEPTED:

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

ACKNOWLEDGED AND ACCEPTED: