Common use of Assignment of Certain Agreements Clause in Contracts

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 Corporation or Remainco, as the case may be, with New News Corporation or Remainco, as the case may be, assuming Remainco’s or New News Corporation’s, as the case may be, obligations, and any and all rights of Remainco, or New News Corporation, as the case may be, against a third party thereto.

Assignment of Certain Agreements. Notwithstanding anything 15.1 Assignment of Collateral Management Agreement, Collateral Administration Agreement, Equity Contribution Agreement, Master Loan Purchase Agreement and any Master Participation Agreement (a) The Issuer hereby acknowledges that its Grant pursuant to the contrary first Granting Clause hereof includes all of the Issuer’s estate, right, title and interest in, to and under the Collateral Management Agreement, the Collateral Administration Agreement, the Equity Contribution Agreement, the Master Loan Purchase Agreement and any Master Participation Agreement including (i) the right to give all notices, consents and releases thereunder, (ii) the right to receive all notices, accountings, consents, releases and statements thereunder, (iii) the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder, (iv) with respect to the Collateral Management Agreement, the right to give all notices of termination and to take any legal action upon the breach of an obligation of the Collateral Manager thereunder, including the commencement, conduct and consummation of Proceedings at law or in equity, and (v) with respect to the Equity Contribution Agreement, the right to give equity contribution notices and to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder; provided that notwithstanding anything herein to the contrary, the Issuer shall retain, and the Trustee shall not have, the authority to exercise any of the rights set forth in (i) through (v) above or that may otherwise arise as a result of the Grant until the occurrence of an Event of Default hereunder and such authority of the Trustee shall terminate at such time, if any, as such Event of Default is cured or waived. (b) The assignment made hereby is executed as collateral security, and the execution and delivery hereby shall not in any way impair or diminish the obligations of the Issuer under the provisions of the Collateral Management Agreement, the Collateral Administration Agreement, the Equity Contribution Agreement, the Master Loan Purchase Agreement and any Master Participation Agreement nor shall any of the obligations contained in such agreements be imposed on the Trustee. (c) Upon the retirement of the Notes, the payment of all amounts required to be paid pursuant to the Priority of Payments and the release of the Collateral from the Lien of this Indenture, this assignment and all rights herein assigned to the Trustee for the benefit of the Holders shall cease and terminate and all the estate, right, title and interest of the Trustee in, to and under the Collateral Management Agreement, the Collateral Administration Agreement, the Equity Contribution Agreement, the Master Loan Purchase Agreement and any Master Participation Agreement shall revert to the Issuer and no further instrument or act shall be necessary to evidence such termination and reversion. (d) The Issuer represents that the Issuer has not executed any other assignment of the Collateral Management Agreement, the Collateral Administration Agreement, the Equity Contribution Agreement, the Master Loan Purchase Agreement or any Master Participation Agreement. (e) The Issuer agrees that, subject to clause (c) above, this assignment is irrevocable, and that it will not take any action which is inconsistent with this assignment or make any other assignment inconsistent herewith. The Issuer will, from time to time upon request of the Trustee, execute all instruments of further assurance and all such supplemental instruments with respect to this assignment as may be necessary to continue and maintain the effectiveness of such assignment. (f) The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Collateral Manager in the Collateral Management Agreement, to the following: (i) The Collateral Manager shall consent to the provisions of this assignment and agree to perform any provisions of this Indenture applicable to the Collateral Manager subject to the Ancillary Agreements and to Section 2.02(gterms (including the standard of care set forth in the Collateral Management Agreement) hereof and if required under of the circumstances, Collateral Management Agreement. (iii) Remainco The Collateral Manager shall assign to New News Corporation (or its Subsidiaries) acknowledge that the Issuer is assigning all of its right, title and interest in, to and under the Collateral Management Agreement to the Trustee as representative of the Holders and the Collateral Manager shall agree that all of the representations, covenants and agreements comprising Separated Assetsmade by the Collateral Manager in the Collateral Management Agreement are also for the benefit of the Trustee. (iii) The Collateral Manager shall deliver to the Trustee copies of all notices, statements, communications and instruments delivered or required to be delivered by the Collateral Manager to the Issuer pursuant to the Collateral Management Agreement. (iv) Neither the Issuer nor the Collateral Manager will enter into any agreement amending, modifying or terminating the Collateral Management Agreement (other than an amendment to correct inconsistencies, typographical or other errors, defects or ambiguities) or selecting or consenting to a successor manager except with the consents and satisfaction of the conditions specified in the Collateral Management Agreement entered into on the Closing Date. (v) The Collateral Manager agrees not to cause the filing of a petition in a bankruptcy or similar Proceeding against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period and a day, following such payment. Nothing in this Section 15.1 shall preclude, or be deemed to stop, the Collateral Manager from taking any action prior to the expiration of the aforementioned period in (A) any Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed or commenced on behalf of the Issuer at the direction of the Collateral Manager or Sole Member) or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Collateral Manager or Sole Member. (vi) From and after the occurrence and continuance of an Event of Default, the Collateral Manager shall continue to perform and be bound by the provisions of the Collateral Management Agreement and this Indenture (except as otherwise expressly provided in the Collateral Management Agreement). (vii) From and after the occurrence and during the continuance of an Event of Default, and also if any event occurs that under the Collateral Management Agreement would entitle the Issuer to terminate the Collateral Management Agreement or remove or replace the Collateral Manager, the Collateral Manager shall not take or refrain from taking any action authorized or required under the Collateral Management Agreement without the consent of the Majority Holders. (g) Upon a Trust Officer of the Trustee receiving written notice (i) from the Collateral Manager that an event constituting “Cause” as defined in the Collateral Management Agreement has occurred, (ii) New News Corporation that the Collateral Manager is resigning or is being removed, with or without “Cause” or (iii) of a successor collateral manager, the Trustee shall, not later than three Business Days thereafter, notify the Holders (as their names appear in the Note Register). (h) The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the Sole Member in the Equity Contribution Agreement, to the following: (i) The Sole Member shall assign consent to Remainco the provisions of this assignment and agree to perform any provisions of this Indenture applicable to the Sole Member subject to the terms of the Equity Contribution Agreement. (or its Subsidiariesii) The Sole Member shall acknowledge that the Issuer is assigning all of its right, title and interest in, to and 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 Equity Contribution Agreement to the Trustee as shall be necessary in connection with the discharge representative of the other Party from its respective obligations with respect to such agreements; provided, however, Holders and the Sole Member shall agree 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, all of the other parties to any such Contract for representations, covenants and agreements made by 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 (Sole Member 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 Equity Contribution Agreement are also for the benefit of New News Corporation the Trustee. (iii) The Sole Member shall deliver to the Trustee copies of all notices, statements, communications and instruments delivered or Remaincorequired to be delivered by the Sole Member to the Issuer pursuant to the Equity Contribution Agreement. (iv) Neither the Issuer nor the Sole Member will enter into any agreement amending, as modifying or terminating the case may beEquity Contribution Agreement (other than an amendment to correct inconsistencies, with New News Corporation typographical or Remaincoother errors, as defects or ambiguities that, in each case, does not in any way affect the case may bemaintenance of a consistent aggregate Advance Value of Portfolio Assets and Cash held by the Issuer by means of contributions and withdrawals under the Equity Contribution Agreement) without prior written consent of the Trustee (which shall be given at the direction of the Majority Holders) and the Liquidation Agent. (v) The Sole Member agrees not to cause the filing of a petition in a bankruptcy or similar Proceeding against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration of a period equal to one year and a day, assuming Remainco’s or, if longer, the applicable preference period and a day, following such payment. Nothing in this Section 15.1 shall preclude, or New News Corporation’sbe deemed to preclude, as the case may be, obligationsSole Member from taking any action prior to the expiration of the aforementioned period in (A) any Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed or commenced on behalf of the Issuer at the direction of the Collateral Manager or the Sole Member) or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the Sole Member or Collateral Manager. (i) The Issuer hereby agrees, and hereby undertakes to obtain the agreement and consent of the relevant MPA Counterparty to any Master Participation Agreement, to the following: (i) The relevant MPA Counterparty shall consent to the provisions of this assignment. (ii) The relevant MPA Counterparty shall acknowledge that the Issuer is assigning all of its right, title and interest in, to and under the relevant Master Participation Agreement to the Trustee as representative of the Holders and the relevant MPA Counterparty shall agree that all rights of Remaincothe representations, covenants and agreements made by the relevant MPA Counterparty in the relevant Master Participation Agreement are also for the benefit of the Trustee. (iii) The relevant MPA Counterparty shall deliver to the Trustee copies of all notices, statements, communications and instruments delivered or required to be delivered by the relevant MPA Counterparty to the Issuer pursuant to the relevant Master Participation Agreement. (iv) The relevant MPA Counterparty agrees not to cause the filing of a petition in a bankruptcy or similar Proceeding against or on behalf of the Issuer until the payment in full of all Notes issued under this Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period, following such payment. Nothing in this Section 15.1 shall preclude, or New News Corporationbe deemed to stop, an MPA Counterparty from taking any action prior to the expiration of the aforementioned period in (A) any Proceeding voluntarily filed or commenced by the Issuer (other than any such Proceeding filed or commenced on behalf of the Issuer at the direction of the relevant MPA Counterparty or Sole Member) or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than the relevant MPA Counterparty or Sole Member. (v) From and after the occurrence and continuance of an Event of Default, the relevant MPA Counterparty shall continue to perform and be bound by the provisions of the relevant Master Participation Agreement (except as the case may be, against a third party theretootherwise expressly provided in any Master Participation Agreement).

Assignment of Certain Agreements. Notwithstanding anything to the contrary herein and subject Subject to the Ancillary Agreements and to Section 2.02(g) hereof and if required under the circumstanceshereof, (i) Remainco Belo shall assign to New News Corporation Newspaper Holdco (or its Subsidiaries) all of its right, title and interest under the agreements comprising Separated Newspaper Holdco Assets, including those agreements set forth in Section 2.02(c)(i) of the Separation Agreement Schedule, and (ii) New News Corporation Newspaper Holdco shall assign to Remainco Belo (or its Subsidiaries) all of its right, title and interest under the agreements comprising Remainco Belo Assets, including those agreements set forth in Section 2.02(c)(ii) of the Separation Agreement Schedule, 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 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 consent of a third party thereto, would constitute a breach or other contravention thereof, violate Law thereof or in any way adversely affect the rights of Remainco Belo or New News Corporation Newspaper Holdco thereunder. With respect to any such Contract contract or any claim, right or benefit arising thereunder or resulting therefrom, Remainco Belo or New News CorporationNewspaper Holdco, as the case may be, will use its commercially reasonable efforts to obtain the Governmental Approval or Consent, as applicable, Consent of the other parties to any such Contract contract for the assignment thereof to New News Corporation Newspaper Holdco or RemaincoBelo, 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 Belo or New News CorporationNewspaper Holdco, as the case may be, thereunder so that New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, would not in fact receive all such rights, Remainco Belo and New News Corporation Newspaper Holdco will cooperate in a mutually agreeable arrangement under which New News Corporation Newspaper Holdco or RemaincoBelo, 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 Newspaper Holdco or RemaincoBelo, as the case may be, or under which Remainco Belo or New News CorporationNewspaper Holdco, as the case may be, would enforce for the benefit of New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, with New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, assuming RemaincoBelo’s or New News CorporationNewspaper Holdco’s, as the case may be, obligations, and any and all rights of RemaincoBelo, or New News CorporationNewspaper Holdco, as the case may be, against a third party thereto.

Assignment of Certain Agreements. Notwithstanding anything to the contrary herein and subject Subject to the Ancillary Agreements and to Section 2.02(g) hereof and if required under the circumstances, (i) Remainco Belo shall assign to New News Corporation Newspaper Holdco (or its Subsidiaries) all of its right, title and interest under the agreements comprising Separated Newspaper Holdco Assets, and (ii) New News Corporation Newspaper Holdco shall assign to Remainco Belo (or its Subsidiaries) all of its right, title and interest under the agreements comprising Remainco Belo 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 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 consent of a third party thereto, would constitute a breach or other contravention thereof, violate Law thereof or in any way adversely affect the rights of Remainco Belo or New News Corporation Newspaper Holdco thereunder. With respect to any such Contract contract or any claim, right or benefit arising thereunder or resulting therefrom, Remainco Belo or New News CorporationNewspaper Holdco, as the case may be, will use its commercially reasonable efforts to obtain the Governmental Approval or Consent, as applicable, Consent of the other parties to any such Contract contract for the assignment thereof to New News Corporation Newspaper Holdco or RemaincoBelo, 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 Belo or New News CorporationNewspaper Holdco, as the case may be, thereunder so that New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, would not in fact receive all such rights, Remainco Belo and New News Corporation Newspaper Holdco will cooperate in a mutually agreeable arrangement under which New News Corporation Newspaper Holdco or RemaincoBelo, 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 Newspaper Holdco or RemaincoBelo, as the case may be, or under which Remainco Belo or New News CorporationNewspaper Holdco, as the case may be, would enforce for the benefit of New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, with New News Corporation Newspaper Holdco or RemaincoBelo, as the case may be, assuming RemaincoBelo’s or New News CorporationNewspaper Holdco’s, as the case may be, obligations, and any and all rights of RemaincoBelo, or New News CorporationNewspaper Holdco, as the case may be, against a third party thereto.