Common use of Transfers and Sales; Security Interest Clause in Contracts

Transfers and Sales; Security Interest. It is the intention of the parties hereto that the sale, transfer, assignment and conveyance of the Transferred Assets to the Administrative Agent (for the benefit of the Owners) shall constitute a sale of the Transferred Assets by the Transferor to the Administrative Agent (for the benefit of the Owners) and the beneficial interest in and title to the Transferred Assets sold, transferred, assigned and conveyed pursuant to Section 2.1 shall not be part of the Transferor’s estate in the event of the filing of a bankruptcy petition by or against the Transferor under any bankruptcy law. However, in the event that, notwithstanding the intent of the parties, a court of competent jurisdiction determines that such transfer and conveyance did not constitute such a sale or that such sale shall for any reason be ineffective or unenforceable or that such beneficial interest is a part of the Transferor’s estate (any of the foregoing, a “Recharacterization”), then this Agreement shall be deemed to be a security agreement and the conveyances provided for in Section 2.1 shall be deemed to be a grant by the Transferor to the Administrative Agent (for the benefit of the Owners) of, and the Transferor hereby grants to the Administrative Agent (for the benefit of the Owners), a security interest in all of the Transferor’s right, title, and interest, whether now owned or hereafter acquired, in and to the Transferred Assets to secure the performance of the obligations of the Transferor under this Agreement. In the case of any Recharacterization, it is the Transferor’s intention that each remittance of Collections by or on behalf of the Transferor hereunder or in connection herewith will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and (ii) made in the ordinary course of business or financial affairs of the Transferor. Without limiting the generality of any other provision of this Agreement, the Transferor hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in, all of the Transferor’s right, title and interest in and to the Transferred Assets and each Eligible Interest Rate Cap.

Transfers and Sales; Security Interest. (a) It is the intention of the parties hereto that the sale, transfer, assignment and conveyance of the Outstanding Transferred Assets to the Administrative Agent (for the benefit of the Owners) shall constitute a sale of the Outstanding Transferred Assets by the Outgoing Purchaser to the Administrative Agent (for the benefit of the Owners) and the beneficial interest in and title to the Outstanding Transferred Assets sold, transferred, assigned and conveyed pursuant to Section 2.1 shall not be part of the Outgoing Purchaser’s estate in the event of the filing of a bankruptcy petition by or against the Outgoing Purchaser under any bankruptcy law. However, in the event that, notwithstanding the intent of the parties, a court of competent jurisdiction determines that such transfer and conveyance did not constitute such a sale or that such sale shall for any reason be ineffective or unenforceable or that such beneficial interest is a part of the Outgoing Purchaser’s estate (any of the foregoing, a “Recharacterization”), then this Agreement shall be deemed to be a security agreement and the conveyances provided for in Section 2.1 shall be deemed to be a grant by the Outgoing Purchaser to the Administrative Agent (for the benefit of the Owners) of, and the Outgoing Purchaser hereby grants to the Administrative Agent (for the benefit of the Owners), a security interest in all of the Outgoing Purchaser’s right, title, and interest, whether now owned or hereafter acquired, in and to the Outstanding Transferred Assets to secure the performance of the obligations of the Outgoing Purchaser under this Agreement. In the case of any Recharacterization, it is the Outgoing Purchaser’s intention that each remittance of Collections by or on behalf of the Outgoing Purchaser hereunder or in connection herewith will have been (i) in payment of a debt incurred by the Outgoing Purchaser in the ordinary course of business or financial affairs of the Outgoing Purchaser and (ii) made in the ordinary course of business or financial affairs of the Outgoing Purchaser. 740293053.3 21668437 (b) It is the intention of the parties hereto that the sale, transfer, assignment and conveyance of the Additional Transferred Assets to the Administrative Agent (for the benefit of the Owners) from time to time shall constitute a sale of the Additional Transferred Assets by the Transferor to the Administrative Agent (for the benefit of the Owners) and the beneficial interest in and title to the Additional Transferred Assets sold, transferred, assigned and conveyed pursuant to Section 2.1 shall not be part of the Transferor’s estate in the event of the filing of a bankruptcy petition by or against the Transferor under any bankruptcy law. However, in the event that, notwithstanding the intent of the parties, a court of competent jurisdiction determines that such transfer and conveyance did not constitute such a sale or that such sale shall for any reason be ineffective or unenforceable or that such beneficial interest is a part of the Transferor’s estate (any of the foregoing, a “Recharacterization”), then this Agreement shall be deemed to be a security agreement and the conveyances provided for in Section 2.1 shall be deemed to be a grant by the Transferor to the Administrative Agent (for the benefit of the Owners) of, and the Transferor hereby grants to the Administrative Agent (for the benefit of the Owners), a security interest in all of the Transferor’s right, title, and interest, whether now owned or hereafter acquired, in and to the Additional Transferred Assets to secure the performance of the obligations of the Transferor under this Agreement. In the case of any Recharacterization, it is the Transferor’s intention that each remittance of Collections by or on behalf of the Transferor hereunder or in connection herewith will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and (ii) made in the ordinary course of business or financial affairs of the Transferor. . (c) Without limiting the generality of any other provision of this Agreement, (i) the Outgoing Purchaser hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in, all of the Outgoing Purchaser’s right, title and interest in and to the Outstanding Transferred Assets and (ii) the Transferor hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in, all of the Transferor’s right, title and interest in and to the Transferred Assets and each Eligible Interest Rate CapAssets.

Transfers and Sales; Security Interest. It is the intention of the parties hereto that the sale, transfer, assignment and conveyance of the Transferred Assets to the Administrative Agent (for the benefit of the Owners) shall constitute a sale of the Transferred Assets by the Transferor to the Administrative Agent (for the benefit of the Owners) and the beneficial interest in and title to the Transferred Assets sold, transferred, assigned and conveyed pursuant to Section 2.1 shall not be part of the Transferor’s estate in the event of the filing of a bankruptcy petition by or against the Transferor under any bankruptcy law. However, in the event that, notwithstanding the intent of the parties, a court of competent jurisdiction determines that such transfer and conveyance did not constitute such a sale or that such sale shall for any reason be ineffective or unenforceable or that such beneficial interest is a part of the Transferor’s estate (any of the foregoing, a “Recharacterization”), then this Agreement shall be deemed to be a security agreement and the conveyances provided for in Section 2.1 shall be deemed to be a grant by the Transferor to the Administrative Agent (for the benefit of the Owners) of, and the Transferor hereby grants to the Administrative Agent (for the benefit of the Owners), a security interest in all of the Transferor’s right, title, and interest, whether now owned or hereafter acquired, in and to the Transferred Assets to secure the performance of the obligations of the Transferor under this Agreement. In the case of any Recharacterization, it is the Transferor’s intention that each remittance of Collections by or on behalf of the Transferor hereunder or in connection herewith will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and (ii) made in the ordinary course of business or financial affairs of the Transferor. Without limiting the generality of any other provision of this Agreement, the Transferor hereby grants to the Administrative Agent -58- 00000000 T-Mobile (for the benefit of the OwnersEIP) a security interest in, all of the Transferor’s right, title and interest in and to the Transferred Assets and each Eligible Interest Rate Cap.Third A&R RPAA NJ 231109207v1 736153181 19632398