Assignment of Certain Agreements. Section 15.1 Assignment of Collateral Management Agreement 221 SCHEDULES AND EXHIBITS Schedule 1 List of Collateral Obligations Schedule 2 S&P Industry Classifications Schedule 3 Moody’s Rating Definitions Schedule 4 S&P Recovery Rate Tables Schedule 5 Moody’s Equivalent Diversity Score Classification Exhibit A Forms of Secured Note Exhibit B Forms of Transfer and Exchange Certificates B-1 Form of Transferor Certificate for Transfer to Regulation S Global Note B-2 Form of Transferor Certificate for Transfer to Rule 144A Global Note or Certificated Note B-3 Form of Transferee Certificate Exhibit C Form of Note Owner Certificate Exhibit D Form of Weighted Average S&P Recovery Rate Notice Exhibit E Form of Notice of Purchase or Substitution INDENTURE AND SECURITY AGREEMENT This INDENTURE AND SECURITY AGREEMENT, dated as of July 12, 2024, by and between OWL ROCK CLO XVIII, LLC, a limited liability company organized under the laws of the State of Delaware (together with its permitted successors and assigns, the “Issuer”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as collateral trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Collateral Trustee”).
Assignment of Certain Agreements. Notwithstanding anything to the contrary herein and subject to the Ancillary Agreements and to Section 2.02(g) hereof and if required under the circumstances, (i) Remainco shall assign to New News Corporation (or its Subsidiaries) all of its right, title and interest under the agreements comprising Separated Assets, and (ii) New News Corporation shall assign to Remainco (or its Subsidiaries) all of its right, title and interest under the agreements comprising Remainco Assets, and each Party shall execute and deliver any and all instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge of the other Party from its respective obligations with respect to such agreements; provided, however, that no Party shall be required to assign any Contract or any claim, right or benefit arising thereunder or resulting therefrom if an attempted or actual assignment thereof, without a Governmental Approval or the Consent of a third party thereto, would constitute a breach or other contravention thereof, violate Law or in any way adversely affect the rights of Remainco or New News Corporation thereunder. With respect to any such Contract or any claim, right or benefit arising thereunder or resulting therefrom, Remainco or New News Corporation, as the case may be, will use its commercially reasonable efforts to obtain the Governmental Approval or Consent, as applicable, of the other parties to any such Contract for the assignment thereof to New News Corporation or Remainco, as the case may be. If such Governmental Approval or Consent is not obtained, or if an attempted or actual assignment thereof would be ineffective or would materially adversely affect (in the sole discretion of Remainco) the rights of Remainco or New News Corporation, as the case may be, thereunder so that New News Corporation or Remainco, as the case may be, would not in fact receive all such rights, Remainco and New News Corporation will cooperate in a mutually agreeable arrangement under which New News Corporation or Remainco, as the case may be, would obtain substantially the same economic benefits that would be obtained under an assignment thereof and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to New News Corporation or Remainco, as the case may be, or under which Remainco or New News Corporation, as the case may be, would enforce for the benefit of New News C...
Assignment of Certain Agreements. Subject to the Ancillary Agreements and to Section 2.3(g) hereof, (i) ADP shall assign to Broadridge all of its right, title and interest under the agreements comprising Broadridge Assets, as set forth on Schedule 2.3(c)(i) attached hereto, and (ii) Broadridge shall assign to ADP all of its right, title and interest under the agreements comprising ADP Assets, as set forth on Schedule 2.3(c)(ii) attached hereto, and each Party shall execute and deliver any and all instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge of the other Party from its respective obligations with respect to such agreements.
Assignment of Certain Agreements. Tenneco and Packaging each shall use its commercially reasonable efforts to cause the Newport News License and the El Paso License to be assigned to Tenneco.
Assignment of Certain Agreements. Subject to the Ancillary Agreements and to Section 2.03(g) hereof, (i) AXP shall assign to Ameriprise all of its right, title and interest under the agreements comprising Ameriprise Assets, as set forth on Schedule 2.03(c)(i) attached hereto, and (ii) Ameriprise shall assign to AXP all of its right, title and interest under the agreements comprising AXP Assets, as set forth on Schedule 2.03(c)(ii) attached hereto, and each Party shall execute and deliver any and all instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge of the other Party from its respective obligations with respect to such agreements.
Assignment of Certain Agreements. At AVEO’s option, within [**] days of the effective date of termination, Schering-Plough shall assign to AVEO, and AVEO shall assume, all of Schering-Plough’s rights and obligations under the AVEO Third Party Agreements assigned to Schering-Plough pursuant to Section 4.7(b). Each of AVEO and Schering-Plough hereby agree to execute all documents and reasonably cooperate with each other in order to effectuate the foregoing.
Assignment of Certain Agreements. Subject to the Ancillary Agreements and to Section 5.01(f) hereof, (i) EWS shall or shall cause members of its Group to, assign to SNI all of its right, title and interest under the agreements comprising SNI Assets, as set forth on Schedule 5.01(c)(i) attached hereto, and (ii) SNI shall or shall cause members of its Group to, assign to EWS all of its right, title and interest under the agreements comprising EWS Assets, as set forth on Schedule 5.01(c)(ii) attached hereto, and each Party shall or shall cause members of its Group to, execute and deliver any and all instruments of substitution and such other instruments or agreements as shall be necessary in connection with the discharge of the other Party and the members of its Group from its respective obligations with respect to such agreements.
Assignment of Certain Agreements. The Companies shall have assigned to AFC or a subsidiary of AFC the international and Hawaii development, franchise and management agreements and the other agreements identified on SCHEDULE 9.h (the "Assigned Agreements") along with all purchase orders, ad fund deposits, and deposits on purchase orders associated with the Assigned Agreements. In addition, the Companies and AFC shall have entered into a Master License Agreement, in the form attached hereto as EXHIBIT A.
Assignment of Certain Agreements. 15.1 Assignment of Collateral Management Agreement, Collateral Administration Agreement, Equity Contribution Agreement, Master Loan Purchase Agreement and any Master Participation Agreement
Assignment of Certain Agreements. Seller shall cause (i) the Transmission Services Agreements (225 MW and 275 MW) by and between Mirant Energy Trading and the Nevada Power Corp., dated July 31, 2003, and (ii) the Confirmation Agreement (200 MW) between Mirant Energy Trading and Nevada Power Company pursuant to the Western Systems Power Pool Agreement, dated November 16, 2006, to be assigned to Mirant Las Vegas at or prior to Closing.
