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

Section 2.01    Conveyance of the Receivables and Related Rights.

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.

Section 3.01    Representations and Warranties.

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.

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.

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.

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.

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.

Section 6.11    Separate Existence.

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.

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:

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

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

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.