Exhibit



Exhibit 10.4







 
 
 
 
 
TRS PURCHASE AND SALE AGREEMENT
dated as of July 19, 2019
between
OUTFRONT MEDIA LLC,
as an Originator and as Servicer, 
VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO,
as Originators, 
and
OUTFRONT MEDIA RECEIVABLES TRS, LLC,
as Buyer 
 
 
 
 














TABLE OF CONTENTS


Page





	
						
	ARTICLE I
	DEFINITIONS AND RELATED MATTERS
	1
	


	 
	 
	 
	 

	 
	SECTION 1.1
	Defined Terms
	1
	


	 
	SECTION 1.2
	Other Interpretative Matters
	3
	


	 
	 
	 
	 
	 

	ARTICLE II
	AGREEMENT TO PURCHASE, SELL AND CONTRIBUTE
	3
	


	 
	 
	 
	 

	 
	SECTION 2.1
	Purchase, Sale and Contribution
	3
	


	 
	SECTION 2.2
	Timing of Purchases
	3
	


	 
	SECTION 2.3
	Purchase Price
	4
	


	 
	SECTION 2.4
	No Recourse or Assumption of Obligations
	5
	


	 
	SECTION 2.5
	Purchase Report
	5
	


	 
	 
	 
	 
	 

	ARTICLE III
	ADMINISTRATION AND COLLECTION
	6
	


	 
	 
	 
	 

	 
	SECTION 3.1
	Media LLC to Act as Servicer; Contracts
	6
	


	 
	SECTION 3.2
	Deemed Collections
	7
	


	 
	SECTION 3.3
	Actions Evidencing Purchases
	8
	


	 
	SECTION 3.4
	Application of Collections
	9
	


	 
	 
	 
	 
	 

	ARTICLE IV
	REPRESENTATIONS AND WARRANTIES
	9
	


	 
	 
	 
	 
	 

	 
	SECTION 4.1
	Mutual Representations and Warranties
	11
	


	 
	SECTION 4.2
	Additional Representations and Warranties of Each Originator
	11
	


	 
	 
	 
	 
	 

	ARTICLE V
	GENERAL COVENANTS
	15
	


	 
	 
	 
	 
	 

	 
	SECTION 5.1
	Mutual Covenants
	15
	


	 
	SECTION 5.2
	Additional Covenants of Each Originator
	16
	


	 
	SECTION 5.3
	Reporting Requirements
	18
	


	 
	SECTION 5.4
	Negative Covenants of Each Originator
	21
	


	 
	 
	 
	 

	ARTICLE VI
	TERMINATION OF PURCHASES
	24
	


	 
	 
	 
	 
	 

	 
	SECTION 6.1
	Voluntary Termination
	24
	


	 
	SECTION 6.2
	Automatic Termination
	24
	


	 
	SECTION 6.3
	Final Payout Date
	24
	


	 
	 
	 
	 
	 

	ARTICLE VII
	INDEMNIFICATION
	24
	


	 
	 
	 
	 
	 

	 
	SECTION 7.1
	Each Originator's Indemnity
	24
	


	 
	SECTION 7.2
	Contribution
	28
	


	 
	 
	 
	 
	 

	ARTICLE VIII
	MISCELLANEOUS
	28
	


	 
	 
	 
	 
	 

	 
	SECTION 8.1
	Amendments, Etc
	28
	


	 
	SECTION 8.2
	No Waiver; Remedies
	29
	


	 
	SECTION 8.3
	Notices, Etc
	29
	


	 
	SECTION 8.4
	Binding Effect; Assignment
	29
	


	 
	SECTION 8.5
	Survival
	30
	


	 
	SECTION 8.6
	Costs, Expenses and Taxes
	30
	


	 
	SECTION 8.7
	Execution in Counterparts; Integration
	30
	









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TABLE OF CONTENTS
(continued)
Page





	
						
	 
	SECTION 8.8
	Governing Law
	30
	


	 
	SECTION 8.9
	Waiver of Jury Trial
	31
	


	 
	SECTION 8.10
	Consent to Jurisdiction; Waiver of Immunities
	31
	


	 
	SECTION 8.11
	Confidentiality
	31
	


	 
	SECTION 8.12
	No Proceedings
	31
	


	 
	SECTION 8.13
	No Recourse Against Other Parties
	32
	


	 
	SECTION 8.14
	Grant of Security Interest
	32
	


	 
	SECTION 8.15
	Binding Terms in Other Transaction Documents
	32
	


	 
	SECTION 8.16
	Joint and Several Liability
	32
	


	 
	SECTION 8.17
	Severability
	32
	


	 
	SECTION 8.18
	Lead Originator
	32
	









SCHEDULE I        List and Location of each Originator
ANNEX 1        UCC Details Schedule 
ANNEX 2        Notice Information
EXHIBIT 2.2        Form of Note
EXHIBIT 2.5        Form of Purchase Report 












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TRS PURCHASE AND SALE AGREEMENT
THIS TRS PURCHASE AND SALE AGREEMENT dated as of July 19, 2019 (this “Agreement”) is among OUTFRONT MEDIA LLC, a Delaware limited liability company (“Media LLC”), as an originator and as initial servicer (in such capacity, the “Servicer”), the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (together with Media LLC, the “Originators” and each, an “Originator”), and OUTFRONT MEDIA RECEIVABLES TRS, LLC, a Delaware limited liability company (the “Buyer”).  For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I 
 
DEFINITIONS AND RELATED MATTERS
SECTION 1.1    Defined Terms.  In this Agreement, unless otherwise specified:  (a) capitalized terms are used as defined in (or by reference in) the Amended and Restated Receivables Purchase Agreement dated as of the date hereof (as amended, restated, modified or otherwise supplemented from time to time, the “Receivables Purchase Agreement”) among Buyer, as a Seller, Outfront Media Receivables LLC, as a Seller, Servicer, the Persons from time to time party thereto as Purchasers and Group Agents and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as Administrative Agent, and (b) as used in this Agreement, unless the context otherwise requires, the following terms have the meanings indicated below:
“Aggregate Originator Purchase Price” has the meaning given in Section 2.5(b).
“Deferred Payment” has the meaning given in Section 2.2.
“Lead Originator” has the meaning given in Section 8.14(a).
“Outernet” means Outfront Media Outernet Inc., a Delaware corporation.
“Purchase and Sale Termination Date” means, the date that Receivables and Related Assets cease being sold or contributed, as applicable, to the Buyer under this Agreement pursuant to Article VI of this Agreement.
“Purchase and Sale Termination Event” means the occurrence of any of the following events or occurrences:
(a)    any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall remain unremedied for three (3) Business Days; 
(b)    any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Documents to which it is a party, or any other information or report delivered pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect when made or deemed made or 


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delivered; provided, that no breach of a representation or warranty set forth in Section 4.2(a), (c), (k) or (q) shall constitute a Purchase and Sale Termination Event pursuant to this clause (b) if a Deemed Collection Payment has been made in accordance with Section 3.2 with respect to such breach;
(c)    any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed and such failure shall continue unremedied for thirty (30) days after a Responsible Officer of such Originator becomes aware of such failure; or
(d)    an Event of Bankruptcy shall have occurred with respect to any Originator.
“Purchase Price” has the meaning given in Section 2.3(a).
“Purchase Report” has the meaning given in Section 2.5.
“QRS Receivable” means each Receivable (without giving effect to the exclusion of “QRS Receivable” from the definition thereof) originated by an Originator that is not a TRS Receivable.
“Receivable” means any account receivable or other right to payment from a Person, whether constituting an account, chattel paper, a payment intangible, an instrument or a general intangible, in each case, arising from the sale of goods, provided or to be provided, or provision of services, rendered or to be rendered, by any Originator pursuant to a Contract, including the right to payment of any interest, finance charges, fees and other payment obligations of such Person with respect thereto; provided, however, that the term “Receivable” shall not include any QRS Receivable.
“Related Assets” means (a) all rights to, but not any obligations under, all Related Security with respect to the Receivables, (b) all Records (but excluding any obligations or liabilities under the Contracts), (c) all Collections in respect of, and other proceeds of, the Receivables or any other Related Security, (d) all rights and remedies of any Originator under any Transaction Documents and any other rights or assets pledged, sold or otherwise transferred to Buyer hereunder, and (e) all products and proceeds of any of the foregoing.
“Required Capital Amount” means $5,000,000.
“Subordinated Note” has the meaning given in Section 2.2.
“TRS Receivable” means each Receivable (without giving effect to the exclusion of “TRS Receivable” from the definition thereof) originated by an Originator that arise solely as a result of the provision by an Originator of any of the following: (i) marketing, e-commerce, consulting, printing, design and certain site and structure management services, (ii) advertising space on buses, trains, subways and other movable, non-stationary structures, (iii) mobile advertising services and (iv) the installation or removal of any advertising materials on any structures or sites.
SECTION 1.2    Other Interpretive Matters.  The interpretation of this Agreement, unless otherwise specified, is subject to Section 1.02 of the Receivables Purchase Agreement.


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ARTICLE II 
 
AGREEMENT TO PURCHASE, SELL AND CONTRIBUTE
SECTION 2.1    Purchase, Sale and Contribution.  Upon the terms and subject to the conditions set forth in this Agreement, each Originator hereby sells or contributes (solely in the case of Outernet), as applicable, to Buyer, and Buyer hereby purchases or acquires (solely in the case of Outernet) from each Originator, as applicable, all of such Originator’s right, title and interest in, to and under the Receivables and the Related Assets, in each case whether now existing or hereafter arising, acquired, or originated.
SECTION 2.2    Timing of Purchases.  All of the Receivables existing at the opening of an Originator’s business on the Restatement Date are hereby sold or contributed (solely in the case of Outernet), as applicable, to Buyer on such date in accordance with the terms hereof.  All of the Receivables originated by any Originator on any date after the Restatement Date until the Purchase and Sale Termination Date shall be sold or contributed (solely in the case of Outernet), as applicable, to Buyer on such date in accordance with the terms hereof.  Buyer shall pay to the applicable Originator on the date of such sale the applicable cash Purchase Price for the Receivables sold to Buyer in immediately available funds; provided, however, to the extent that Buyer does not have funds available to pay the Purchase Price due on the sale date in cash (such cash insufficiency being a “Deferred Payment”), such Deferred Payment shall be deemed to have been funded by the related Originator through either (i) an advance under the Subordinated Note, subject to the limitation in Section 2.3(e) below or (ii) (solely in the case of Outernet) as a capital contribution, subject to the limitations in Section 2.3(d) below. On and after the Restatement Date until the Purchase and Sale Termination Date, each Receivable shall be deemed to have been sold or contributed (solely in the case of Outernet) to Buyer immediately (and without further action by any Person) upon the creation or acquisition (solely in the case of Outernet) of such Receivable by the related Originator or on the Restatement Date in the case of the sale or contribution (solely in the case of Outernet) on such date.  The Related Assets with respect to each Receivable shall be sold or contributed (solely in the case of Outernet) at the same time as such Receivable, whether such Related Assets exist at such time or arise, are acquired or are originated thereafter.
Buyer has executed and delivered in the form attached to this Agreement as Exhibit 2.2, a subordinated promissory note (the “Subordinated Note”) to Outernet for the benefit of the Originators.  On the Restatement Date, the aggregate outstanding principal balance of the Subordinated Note will be $15,000,000. 
The Servicer shall make all appropriate record keeping entries with respect to the Subordinated Note to reflect (x) the payments and reductions made pursuant to Section 2.3 and (y) the portion of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator.  The Servicer’s books and records shall constitute rebuttable presumptive evidence of (x) the principal amount of, and accrued interest on, the Subordinated Note at any time and (y) the respective portions of aggregate principal amount outstanding under the Subordinated Note payable for the benefit of each Originator at any time.  Each Originator hereby irrevocably authorizes the Servicer to mark the Subordinated Note “CANCELED” and to return such 


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Subordinated Note to the Buyer upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date.
Except as otherwise provided in Section 2.3, any payments made by the Buyer in reduction of the outstanding principal balance of, or accrued and unpaid interest on, the Subordinated Note shall be allocated to the principal and interest payable for the benefit of the respective Originators ratably in accordance with the respective amounts of principal or interest, as applicable, payable for their benefit under the Subordinated Note.
Each Originator acknowledges that it has received a copy of the Subordinated Note and agrees to be bound by, and to comply with, all the terms of the Subordinated Note, including, without limitation, the subordination provisions set forth in paragraph 7 thereof.
SECTION 2.3    Purchase Price.  (a)  The purchase price (“Purchase Price”) for the Receivables and the Related Assets shall equal the fair market value of the Receivables and the Related Assets (taking into account a discount for the time value of money, historic and expected losses and each Originator’s obligations pursuant to Section 3.2) as agreed by the applicable Originator and Buyer at the time of purchase or acquisition. 
(b)    On the date hereof, (i) Outernet shall contribute Receivables and the Related Assets to Buyer as a capital contribution in the amount set forth in a written notice on the date hereof from Outernet to Buyer and Administrative Agent and (ii) the other Originators shall sell Receivables and Related Assets to Buyer and Buyer shall pay the relevant Originator the Purchase Price for such Receivables and Related Assets through an increase in the principal amount of the Subordinated Note.  
(c)    On each date of sale or contribution, on the terms and subject to the conditions set forth in this Agreement, Buyer shall pay the related Originator the Purchase Price for the Receivables and the Related Assets generated by such Originator on such day by transfer of funds, to the extent that Buyer has funds available for that purpose after satisfying Buyer’s obligations under the Receivables Purchase Agreement.
(d)    To the extent Buyer does not have funds available to pay the Purchase Price due on any day in cash, Buyer shall (or, solely in the case of the Purchase Price payable to Outernet, Buyer may, in its sole discretion), increase the principal amount of the Subordinated Note by an amount up to the lesser of (x) the principal amount of such Deferred Payment and (y) the maximum amount that could be added to the principal amount of the Subordinated Note at such time without rendering Sellers’ Net Worth less than the Required Capital Amount.  The Servicer is hereby authorized by Buyer to note in its records the date and amount of each advance under the Subordinated Note, as well as the date of each payment with respect thereto, in each case in accordance with Section 2.2, provided that the failure to update such records shall not affect any obligation of Buyer thereunder.
(e)    To the extent any portion of the Purchase Price due on any day remains unpaid after giving effect to the above, Outernet shall treat a portion of its Receivables and Related Assets equal to the remaining Deferred Payment to have been transferred by 


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Outernet to Buyer as a capital contribution, in return for an increase in the value of the equity interest in Buyer held by Outernet. 
(f)    In addition to contributions of Receivables and Related Assets by Outernet to Buyer hereunder, Outernet may also, at its option in its sole discretion, contribute cash to Buyer in return for an increase in the value of the equity interest in Buyer held by Outernet.  Servicer shall evidence such Originator’s election to treat all or any portion of the Receivables and Related Assets as a capital contribution by recording it as such on the books and records of Buyer as maintained by the Servicer, and no further notice or acceptance of any such contribution shall be necessary.  Outernet, Servicer and Buyer shall each record on its respective books and records any capital contribution made by Outernet to Buyer promptly following its occurrence.
SECTION 2.4    No Recourse or Assumption of Obligations.  Except as specifically provided in this Agreement, the sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to any Originator.  Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets (other than those repurchased by any Originator pursuant to the terms hereof) would not be property of any Originator’s estate in the event of such Originator’s bankruptcy).
None of Buyer, Administrative Agent, the Purchaser Parties or the other Affected Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Purchaser Party or the other Affected Persons have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables or Related Assets) or to Servicer.
SECTION 2.5    Purchase Report.  On each date when an Information Package is due to be delivered under the Receivables Purchase Agreement, the Servicer shall deliver to the Buyer, the Administrative Agent and Lead Originator a report in substantially the form of Exhibit 2.5 (each such report being herein called a “Purchase Report”) setting forth, among other things:
(a)    the aggregate initial Unpaid Balance of all Receivables which were sold or contributed by the Originators to the Buyer during the most recently ended Settlement Period;
(b)    the aggregate Purchase Price for all Receivables which were sold or contributed by the Originators to the Buyer during the most recently ended Settlement Period (such aggregate Purchase Price with respect to a Settlement Period, an “Aggregate Originator Purchase Price”);
(c)    the portion, if any, of the Aggregate Originator Purchase Price for the most recently ended Settlement Period that was paid in cash during such Settlement Period;


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(d)    the portion, if any, of the Aggregate Originator Purchase Price for the most recently ended Settlement Period that was paid in the form of an increase in the principal amount of the Subordinated Note during such Settlement Period;
(e)    the portion, if any, of the Aggregate Originator Purchase Price for the most recently ended Settlement Period that was paid in the form of a capital contribution by Outernet to Buyer during such Settlement Period; 
(f)    the Sellers’ Net Worth as of the Cut-Off Date of the most recently ended Settlement Period; 
(g)    the aggregate amount by which the principal balance of the Subordinated Note was repaid during the most recently ended Settlement Period; and
(h)    the aggregate outstanding principal amount of the Subordinated Note as of the Cut-Off Date of the most recently ended Settlement Period.
ARTICLE III
 
ADMINISTRATION AND COLLECTION


SECTION 3.1    Media LLC to Act as Servicer; Contracts.  (a)  Media LLC shall be responsible for the servicing, administration and collection of the Receivables and the Related Assets for the benefit of Buyer and for the benefit of Administrative Agent (as Buyer’s assignee) on behalf of the Purchaser Parties, all on the terms set out in (and subject to any rights to terminate Media LLC as Servicer and appoint a successor Servicer pursuant to) the Receivables Purchase Agreement.
(b)    Each Originator shall reasonably cooperate with Buyer and Servicer in collecting amounts due from Obligors in respect of the Receivables.
(c)    Buyer and each Originator hereby grant to Servicer an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take or cause to be taken in the name of Buyer or such Originator, as the case may be, any and all steps which are necessary or advisable to endorse, negotiate, enforce, or otherwise realize on any checks, instruments or other proceeds of the Receivables or other right of any kind held or transmitted by Buyer or such Originator or transmitted or received by Buyer (whether or not from such Originator) or such Originator in connection with any Receivable and any Related Assets (including under the related Records).
(d)    Each Originator hereby grants to Buyer and to Administrative Agent, as assignee of Buyer, an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take or cause to be taken in the name of Buyer or such Originator, as the case may be, any and all steps which are necessary or advisable to endorse, negotiate, enforce, or otherwise realize on any checks, instruments or other proceeds of the Receivables or other right of any kind held or transmitted by Buyer or such Originator or transmitted or received by Buyer (whether or not from such Originator) or such Originator 


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in connection with any Receivable and any Related Assets (including under the related Records); provided, however, the rights granted in this Section 3.1(d) may only be exercised by the Administrative Agent during the continuance of a Purchase and Sale Termination Event or Event of Termination.
(e)    Each Originator shall perform all of its obligations under the Records to the same extent as if the Receivables had not been sold or contributed, as applicable, hereunder and the exercise by each of Buyer, Servicer, Administrative Agent or any of their respective designees of its rights hereunder or under the Receivables Purchase Agreement shall not relieve such Originator from such obligations.
SECTION 3.2    Deemed Collections.  (a)  If on any day:
(i)    the Unpaid Balance of any Receivable originated by any Originator is: (A) reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by such Originator or any Affiliate of such Originator, or any setoff, counterclaim or dispute between such Originator or any Affiliate of such Originator, and an Obligor, in each case other than with respect to the credit-worthiness of any related Obligor, (B) less than the amount included in calculating the Net Pool Balance for purposes of any Information Package (for any reason other than such Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Receivable), or (C) extended, amended or otherwise modified or waived or any payment term or condition of any related Contract is amended, modified or waived (except as expressly permitted under Section 9.02(a) of the Receivables Purchase Agreement); or
(ii)    any of the representations or warranties of any Originator set forth in Section 4.2(a), (c), (k) or (q) were untrue when made with respect to any Receivable originated by such Originator or as a result of any action or inaction of such Originator (other than solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) are no longer true with respect to any Receivable originated by such Originator, in each case, as determined by the Administrative Agent and notified to such Originator;
then, on such day, such Originator shall be deemed to have received a Collection of such Receivable:
(1)    in the case of clauses (i)(A) or (B) above, in the amount of such reduction or cancellation or the difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included in respect of such Receivable in calculating such Net Pool Balance or, in the case of clause (i)(C) above, in the amount that such extension, amendment, modification or waiver affects the Unpaid Balance of the related Receivable in the sole determination of Buyer or the Administrative Agent, as its assignee; or


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(2)    in the case of clause (ii) above, in the amount of the entire Unpaid Balance of the relevant Receivable (as determined immediately prior to the applicable event) with respect to which such representations or warranties of such Originator were or became untrue.
Collections deemed received by any Originator under this Section 3.2(a) are herein referred to as “Deemed Collections”.
(b)    Not later than the second Business Day after any Originator is deemed to have received a Deemed Collection, it (or Lead Originator or Servicer on its behalf) shall transfer to a Lock-Box Account immediately available funds in the amount of such Deemed Collections.
(c)    If a Deemed Collection payment is made with respect to a Receivable in the amount of the Unpaid Balance thereof (as determined immediately prior to the applicable event), and the credit for such reduction has been applied pursuant to Section 3.2(b), Buyer shall automatically be deemed to have reconveyed such Receivable to the applicable Originator, without representation or warranty, but free and clear of all liens, security interests, charges, and encumbrances created by Buyer.
SECTION 3.3    Actions Evidencing Purchases.  (a)  On or prior to the Restatement Date, each Originator (or Servicer, on behalf of such Originator) shall mark its records evidencing Receivables and Contracts in a form acceptable to Buyer, evidencing that the Receivables originated by such Originator have been transferred in accordance with this Agreement, and none of the Originators or Servicer shall change or remove such mark without the consent of Buyer and the Administrative Agent, as its assignee.  In addition, each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that Buyer or the Administrative Agent, as its assignee may request in order to perfect, protect or more fully evidence the purchases, sales and contributions hereunder, or to enable Buyer or the Administrative Agent, as its assignee to exercise or enforce any of their respective rights with respect to the Receivables and the Related Assets.  Without limiting the generality of the foregoing, each Originator will upon the request of Buyer or its designee:  (i) authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect the interests of Buyer and the Administrative Agent, as its assignee in the Receivables originated by such Originator and the Related Assets; and (ii) if an Event of Termination has occurred and is continuing, mark its master data processing records that evidence or list such Receivables and related Contracts with a legend, acceptable to Buyer and the Administrative Agent, as its assignee, evidencing that the related Receivables have been sold or contributed in accordance with this Agreement.
(b)    Each Originator hereby authorizes Buyer or its designee (i) to file in the name of such Originator one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables originated by such Originator and the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Agreement, to notify Obligors of the assignment of the Receivables originated by such Originator and the Related Assets.


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(c)    Without limiting the generality of Section 3.3(a), each Originator shall: authorize and deliver and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Restatement Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.
SECTION 3.4    Application of Collections.  Any payment by an Obligor in respect of any indebtedness owed by it shall be applied as specified in writing or otherwise by such Obligor or as required by Applicable Law or by the underlying Contract.  If the manner of application of any such payment is not specified by the related Obligor and is not required by Applicable Law or by the underlying Contract, such payment shall, unless Buyer instructs otherwise, be applied: first, as a Collection of any Receivable or Receivables then outstanding of such Obligor, with such Receivables being paid in the order of the oldest first, and, second, to any other indebtedness of such Obligor.
ARTICLE IV 
 
REPRESENTATIONS AND WARRANTIES
SECTION 4.1    Mutual Representations and Warranties.  Each Originator represents and warrants to Buyer, and Buyer represents and warrants to each Originator, as of the date hereof and as of each date on which a purchase and sale or contribution, as applicable, is made hereunder, as follows:
(a)    Organization and Good Standing.  It has been duly organized in, and is validly existing as a corporation or limited liability company, as applicable, in good standing under the Applicable Laws of its jurisdiction of organization, with all requisite power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, except to the extent that such failure would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b)    Due Qualification.  It is in good standing in its jurisdiction of organization and has obtained all necessary licenses, approvals and qualifications, if any, in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualifications, licenses or approvals, except to the extent that failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(c)    Power and Authority; Due Authorization.  It (i) has all necessary power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party in any capacity, (B) carry out the terms of and perform its obligations under the Transaction Documents applicable to it, (C) with respect to such Originator, sell, assign or contribute (solely in the case of Outernet) the Receivables and the Related Assets on the terms and conditions herein provided, (D) with respect to such Originator, grant a 


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security interest in the Receivables on the terms and conditions herein provided, and (E) with respect to Buyer, purchase, acquire and own the Receivables and the Related Assets on the terms and conditions herein provided and (ii) has duly authorized by all necessary corporate or limited liability company action, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party in any capacity.
(d)    Binding Obligations.  This Agreement constitutes, and each other Transaction Document to be signed by it when duly executed and delivered by it will constitute, a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(e)    No Violation.  The execution, delivery and performance by it of this Agreement and the other Transaction Documents to which it is a party will not (i) conflict with, result in any breach or (without notice or lapse of time or both) a default under, (A) its articles or certificate of incorporation, by-laws, certificate of formation or limited liability company agreement, as applicable, or (B) any indenture, loan agreement, asset purchase agreement, mortgage, deed of trust, or other agreement or instrument to which it is a party or by which it or any of its properties is bound, where such conflict, breach or default would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, (ii) result in the creation or imposition of any Adverse Claim (other than any Adverse Claim created in connection with this Agreement and the other Transaction Documents) upon any of its properties pursuant to the terms of any such indenture, loan agreement, asset purchase agreement, mortgage, deed of trust, or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or (iii) violate any Applicable Law applicable to it or any of its properties where such violation of Applicable Law would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.
(f)    No Proceedings.  There are no actions, suits, proceedings, claims, disputes or investigations pending, or to its knowledge threatened in writing, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party, (ii) seeking to prevent the sale, assignment or contribution, as applicable, of any Receivables and Related Assets or the consummation of the purposes of this Agreement or of any of the other Transaction Documents to which it is a party, or (iii) seeking any determination or ruling that has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(g)    Governmental Approvals.  No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by it of this Agreement or any other Transaction Document to which it is a party or the transactions contemplated thereby, except for the filing of the UCC financing statements referred to in Article VI of the Receivables Purchase Agreement, 


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all of which, at the time required in Article VI of the Receivables Purchase Agreement, shall have been duly made and shall be in full force and effect and any filings required under applicable securities laws.
(h)    Litigation.  There are no actions, suits, proceedings, claims or disputes pending, or to its knowledge threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against it or its properties that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
(i)    Ordinary Course of Business.  Each remittance of Collections on the Receivables transferred by such Originator to Buyer under this Agreement or pursuant to the Transaction Documents will have been (i) in payment of a debt incurred by such Originator in the ordinary course of business or financial affairs of such Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs of such Originator and the Buyer.
SECTION 4.2    Additional Representations and Warranties of Each Originator.  Each Originator represents and warrants to Buyer as of the date hereof and as of each date on which a purchase and sale or contribution, as applicable, is made hereunder, as follows:
(a)    Valid Sale.  This Agreement constitutes an absolute and irrevocable valid sale, transfer and assignment or contribution (solely in the case of Outernet), as applicable, of the Receivables originated by such Originator and the Related Assets to Buyer free and clear of any Adverse Claim (other than Permitted Adverse Claims), or alternatively the granting of a valid security interest in the Receivables originated by such Originator and the Related Assets to Buyer, enforceable against creditors of, and purchasers from, such Originator.
(b)    Use of Proceeds.  The use of all funds obtained by such Originator under this Agreement will not contravene any of Regulations T, U and X promulgated by the Federal Reserve Board.
(c)    Quality of Title.  At the time of its sale or contribution to Buyer hereunder, each Receivable originated by such Originator, together with the Related Assets, is owned by it free and clear of any Adverse Claim other than Permitted Adverse Claims; when Buyer purchases or acquires by contribution such Receivable and Related Assets and all Collections and proceeds if any of the foregoing, Buyer shall have acquired for fair consideration and reasonably equivalent value, all right, title and interest of such Originator thereto (and such Originator represents and warrants that it has taken all steps under the UCC necessary to perfect the transfer of such ownership interest in such assets), free and clear of any Adverse Claim other than Permitted Adverse Claims; and no valid effective financing statement or other instrument similar in effect covering any Receivable, any interest therein, and the Related Assets is on file in any recording office, except such as may be filed (i) in favor of Buyer in accordance with any Transaction Document (and 


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assigned to Administrative Agent) or (ii) in favor of Administrative Agent in accordance with the Receivables Purchase Agreement or any Transaction Document.
(d)    Accurate Reports.  No Information Package or any other information, exhibit, financial statement, document, book, record or report furnished by or on behalf of any Originator or any of its Affiliates to Buyer, Administrative Agent or any other Secured Party in connection with this Agreement or any other Transaction Document:  (i) was untrue or inaccurate in any material respect as of the date it was dated or (except as otherwise disclosed in writing to Administrative Agent, Buyer, or such Secured Party at such time) as of the date so furnished; or (ii) when taken as a whole, contained when furnished any material misstatement of fact or omitted, to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances in which they were made not materially misleading; provided, however, that, with respect to projected or pro forma financial information and information of a general economic or industry specific nature, each Originator represents only that such information has been prepared in good faith based on assumptions believed by such Originator to be reasonable at the time of preparation.
(e)    UCC Details.  Such Originator’s true legal name as registered in the sole jurisdiction in which it is organized, the jurisdiction of such organization, its organizational identification number, if any, as designated by the jurisdiction of its organization, its federal employer identification number, if any, and the location of its chief executive office and principal place of business are specified in Annex 1 and the offices where such Originator keeps all its Records are specified in Annex 1 (or at such other locations, notified to Administrative Agent and Buyer in accordance with Section 7.01(l) or 8.01(f) of the Receivables Purchase Agreement), in jurisdictions where all actions required under Section 9.06 of the Receivables Purchase Agreement has been taken and completed.  Except as described in Annex 1, such Originator has no, and has never had any, trade names, fictitious names, assumed names or “doing business as” names and such Originator has never changed the location of its chief executive office or its true legal name, identity or corporate structure.  Each Originator is organized only in a single jurisdiction.
(f)    Lock-Box Accounts.  The names and addresses of all of the Lock‐Box Banks, together with the account numbers of the Lock‐Box Accounts at such Lock-Box Banks, are specified in Schedule II to the Receivables Purchase Agreement (or have been notified to and approved by the Administrative Agent in accordance with Section 8.03(d) of the Receivables Purchase Agreement).  
(g)    Tax Status.  Such Originator (i) has timely filed all federal, state and local tax returns required to be filed by it and (ii) has paid or caused to be paid all taxes and assessments due pursuant to such returns or received by it, respectively, other than taxes and assessments contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP and as to which no Adverse Claim (other than a Permitted Adverse Claim) exists, except where the failure to do so 


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would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(h)    Servicing Programs.  No license or approval is required for Servicer’s or Buyer’s use of any software or other computer program used by any Originator or any Sub-Servicer in the servicing of the Receivables, other than those which have been obtained and are in full force and effect.
(i)    Credit and Collection Policies.  Such Originator has complied with the Credit and Collection Policies in all material respects, and such policies have not changed in any material respect since the Restatement Date except as permitted under Section 5.3(g).  
(j)    Compliance with Applicable Law.  Such Originator has complied with all Applicable Law, except where such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(k)    Eligible Receivables.  Each Receivable was an Eligible Receivable on the date of any sale or contribution hereunder, unless otherwise specified in the first Information Package that includes such Receivable.
(l)    Adverse Change.  Since December 31, 2018, there has been no event or occurrence that has caused, or would reasonably be expected to cause, a Material Adverse Effect.
(m)    Financial Condition.  All financial statements of Parent and its consolidated Subsidiaries delivered pursuant to Section 8.05(a) of the Receivables Purchase Agreement were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present in all material respects the financial condition of Parent and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (i) except as otherwise expressly noted therein and (ii) subject, in the case of quarterly financial statements, to changes resulting from normal year-end adjustments and the absence of footnotes.  
(n)    Investment Company Act.  Such Originator is not required to register as an “investment company” under (and as defined in) the Investment Company Act.
(o)    ERISA.  Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, such Originator and its respective ERISA Affiliates (i) have fulfilled their obligations under the minimum funding standards of ERISA and the Code with respect to each Pension Plan; (ii) are in compliance in all material respects with the applicable provisions of ERISA and the Code with respect to each Pension Plan; (iii) have not incurred any liability to the PBGC or to any Pension Plan under Title IV of ERISA, other than a liability to the PBGC for premiums under Section 4007 of ERISA already paid or not yet due; (iv) have not incurred any liability to the PBGC or to any Pension Plan under Title IV of ERISA with respect to a plan termination 


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under Section 4041 of ERISA; and (v) have not incurred any Withdrawal Liability to a Multiemployer Plan.  No steps have been taken by any Person to terminate any Pension Plan the assets of which are not sufficient to satisfy all of its benefit liabilities under Title IV of ERISA.
(p)    No Event of Termination.  No event has occurred and is continuing and no condition exists, or would result from the sale, transfer and assignment or contribution of the Receivables originated by such Originator, that constitutes or would reasonably be expected to constitute an Event of Termination or Unmatured Event of Termination.
(q)    No Fraudulent Conveyance.  No sale or contribution hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason.
(r)    Solvent.  Such Originator is Solvent.
(s)    Reliance on Separate Legal Identity.  Such Originator hereby acknowledges that the Secured Parties, the Group Agents and the Administrative Agent are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon such Originator’s identity as a legal entity separate from the Buyer.
(t)    Policies and Procedures.  Policies and procedures have been implemented and maintained by or on behalf of such Originator that are designed to achieve compliance by such Originator and its Subsidiaries, directors, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions giving due regard to the nature of such Person’s business and activities, and such Originator, its Subsidiaries and their respective officers and employees and, to the knowledge of such Originator, its officers, employees, directors and agents acting in any capacity in connection with or directly benefitting from the facility established hereby, are in compliance with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions.
(u)    Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.  (i) None of such Originator or any of its Subsidiaries or, to the knowledge of such Originator, any of its directors, officers, employees, or agents that will act in any capacity in connection with or directly benefit from the facility established hereby is a Sanctioned Person, (ii) none of such Originator or any of its Subsidiaries is organized or resident in a Sanctioned Country and (iii) such Originator has not violated, been found in violation of or is under investigation by any Governmental Authority for possible violation of any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.
(v)    Proceeds.  No sale or contribution of Receivables or use of proceeds thereof by such Originator in any manner will violate Anti-Corruption Laws, Anti-Terrorism Laws or applicable Sanctions.


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(w)    Opinions.  The facts regarding such Originator, the Receivables, the Related Assets, the transactions contemplated by the Transaction Documents and the related matters set forth or assumed in each of the true sale and non-consolidation opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.
(x)    Bulk Sales Act.  No transaction contemplated hereby requires compliance by it with any bulk sales act or similar law.
ARTICLE V
 
GENERAL COVENANTS
SECTION 5.1    Mutual Covenants.  At all times prior to the Final Payout Date, Buyer and each Originator shall:
(a)    Compliance with Applicable Laws, Etc.  Comply with all Applicable Laws with respect to it, the Receivables and each of the related Contracts, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b)    Preservation of Existence.  Preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign organization in each jurisdiction except where the failure to qualify or preserve or maintain such existence, rights, franchises or privileges would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(c)    Separateness.  (i) To the extent applicable to it, observe the applicable legal requirements for the recognition of Buyer as a legal entity separate and apart from Outernet and any Affiliate of Outernet, including complying with (and causing to be true and correct), in all material respects, each of the facts and assumptions contained in the legal opinions of counsel delivered in connection with this Agreement and the other Transaction Documents regarding “true” sale and “substantive consolidation” matters (and any later bring-downs or replacements of such opinions), and (ii) not take any actions inconsistent in any material respect with the terms of Section 8.08 of the Receivables Purchase Agreement or Buyer’s limited liability company agreement.
Media LLC may issue consolidated financial statements that include Buyer, but such financial statements shall contain a footnote to the effect that the Receivables and Related Assets of Buyer are not available to creditors of any Originator.  If any Originator provides Records relating to Receivables to any creditor of such Originator, such Originator shall also provide to such creditor a notice indicating that (A) such Receivables have been conveyed to the Buyer and sold to the Administrative Agent in accordance with the Transaction Documents and (B) the Collections relating to such Receivables are held in trust pursuant to Section 4.01 of the Receivables Purchase Agreement.  If any Originator has separate financial statements than from Media LLC, it shall cause 


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its financial statements to disclose the separateness of Buyer and that the Receivables originated by such Originator are owned by Buyer and are not available to creditors of such Originator or of its Affiliates.
SECTION 5.2    Additional Covenants of Each Originator.  At all times prior to the Final Payout Date, each Originator shall:
(a)    Inspections.  (i) From time to time, upon reasonable notice from Buyer or Administrative Agent, as applicable, and at reasonable times during regular business hours, permit Buyer, Administrative Agent, each Group Agent, Liquidity Agent, any Program Support Provider and any of their respective representatives including certified public accountants or other auditors or consultants acceptable to Administrative Agent, such Group Agent, Liquidity Agent, any Program Support Provider or Buyer, as applicable (the reasonable out-of-pocket costs and expenses thereof to be reimbursed by such Originator), (A) to examine and make copies of and abstracts from all Records in the possession or under the control of such Originator or its Affiliates or agents, and (B) to visit the offices and properties of such Originator or its agents or Affiliates for the purpose of examining such materials described in clause (A) above, and to discuss matters relating to the Receivables originated by such Originator or such Originator’s performance hereunder with any of the officers of such Originator or its Affiliates having knowledge of such matters; and (ii) without limiting the provisions of clause (i) above, from time to time on request of the Administrative Agent or the Buyer at any time an Event of Termination shall have occurred that has not been waived in accordance with this Agreement, permit certified public accountants or other consultants or auditors acceptable to Administrative Agent to conduct, at such Originator’s expense, a review of such Originator’s books and records relating to Pool Receivables; provided that, unless an Event of Termination shall have occurred that has not been waived in accordance with the Receivables Purchase Agreement at the time any such audit/inspection is requested, such Originator shall only be required to reimburse any Person for costs and expenses related to one such audit/inspection during any calendar year (excluding any audits/inspections requested by Buyer).
(b)    Keeping of Records and Books of Account; Delivery.  Maintain and implement, or cause to be maintained and implemented, administrative and operating procedures (including an ability to recreate records evidencing the Receivables and Related Assets in the event of the destruction of the originals thereof, backing up on at least a daily basis on a separate backup computer from which electronic file copies can be readily produced and distributed to third parties being agreed to suffice for this purpose), and keep and maintain, or cause to be kept and maintained (or transferred to Servicer), all documents, books, records and other information necessary or advisable for the collection of all Receivables and Related Assets (including records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable received, made or otherwise processed on that day).  At any time after the occurrence of an Event of Termination that has not been waived in accordance with the Receivables Purchase Agreement, upon the request of the Administrative Agent or Buyer, deliver the originals of all Contracts to the Administrative Agent or its designee, together 


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with electronic and other files applicable thereto, and other Records necessary to enforce the related Receivable against any Obligor thereof.
(c)    Performance and Compliance with Receivables and Contracts.  At its expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts and the Receivables, unless such Originator or the Servicer makes a Deemed Collection payment in respect of  the entire Unpaid Balance thereof in accordance with Section 3.2.
(d)    Location of Records.  Keep its chief place of business and chief executive office, and the offices where it keeps its Records (and all original documents relating thereto), at the address(es) of such Originator referred to in Annex 1 or, upon thirty (30) days’ prior written notice to the Administrative Agent, at such other locations in jurisdictions where all action required by Section 9.06 of the Receivables Purchase Agreement shall have been taken and completed.
(e)    Credit and Collection Policies.  Comply in all material respects with the Credit and Collection Policy in regard to each Receivable originated by such Originator and the Related Assets.
(f)    Collections.  Instruct all Obligors to cause all Collections of Receivables and Related Assets to be deposited directly in a Lock-Box Account covered by an effective Lock-Box Agreement.  In the event such Originator, the Servicer or any of their respective Affiliates otherwise receives any Collections, such Person will deposit such Collections in a Lock-Box Account covered by an effective Lock-Box Agreement within two (2) Business Days of such receipt thereof.  In the event that any funds other than Collections are deposited into any Lock-Box Account, the Buyer (or the Servicer on its behalf) shall within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds.  Such Originator shall at all times maintain or cause to be maintained such documents, books, records and other information necessary or advisable to (i) on a daily basis identify Collections of Receivables received from time to time, (ii) on a daily basis identify Subject Collections received from time to time and the Subject Receivable to which each portion of Subject Collections relates and (iii) segregate within two (2) Business Days Collections of Receivables from Subject Collections and other property of the Servicer, such Originator and their respective Affiliates other than the Buyer.
(g)    Agreed Upon Procedures.  Reasonably cooperate with Servicer and the designated accountants or consultants for each annual agreed upon procedures report required pursuant to Sections 8.02(f) and 8.05(g) of the Receivables Purchase Agreement.
(h)    Frequency of Billing.  Prepare and deliver (or cause to be prepared and delivered) invoices with respect to each Receivable originated by such Originator in accordance with its Credit and Collection Policy, but in any event no less frequently than as required under the Contract related to such Receivable.


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(i)    Federal Assignment of Claims Act.  If reasonably requested by the Administrative Agent, prepare and make any filings under the Federal Assignment of Claims Act (or any other similar Applicable Law) with respect to Receivables from Obligors that are Governmental Authorities, that are necessary or desirable in order for the Administrative Agent to enforce such Receivable against the Obligor thereof.
(j)    Insurance.  Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Parent and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons.
(k)    Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.  Ensure that policies and procedures are maintained and enforced by or on behalf of such Originator that are designed to promote and achieve compliance by such Originator and each of its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions.
SECTION 5.3    Reporting Requirements.  From the date hereof until the Final Payout Date, each Originator will furnish to Buyer and to Administrative Agent each of the following:
(a)    Quarterly Financial Statements.  (i) Within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Parent, a consolidated balance sheet of Parent and its Subsidiaries as at the end of such fiscal quarter and the related (A) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended, and (B) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Parent as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.
(ii)    Annual Financial Statements.  Within ninety (90) days after the end of each fiscal year of Parent, a consolidated balance sheet of Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like 


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qualification or exception or any qualification or exception as to the scope of such audit (other than any qualification that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date of the Credit Agreement; or (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) (an “Accounting Opinion”).
 Notwithstanding the foregoing, the obligations in clauses (i) and (ii) of this Section 5.3(a) may be satisfied with respect to financial information of Parent and its Subsidiaries by furnishing Parent’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q filed with the SEC and, to the extent not included in the relevant 10-K, a related Accounting Opinion.  
Documents required to be delivered pursuant to Section 5.3 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent (or any direct or indirect parent of Parent) posts such documents, or provides a link thereto, at the following website: www.outfrontmedia.com, to which each Group Agent and the Administrative Agent have access; or (ii) on which such documents are posted on Parent’s behalf on IntraLinks/IntraAgency or another relevant website (including without limitation the EDGAR website of the SEC), if any, to which each Group Agent and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). 
(b)    Financial Statements and Other Information.  Each Originator shall furnish (or caused to be furnished) to Administrative Agent:
(i)    promptly after the same become publicly available, copies of all proxy statements, financial statements and regular or special reports which the Parent sends generally to its stockholders;
(ii)    promptly upon its receipt of any material notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Buyer, the Administrative Agent or any Group Agent, copies of the same;
(iii)    promptly following a request therefor, any documentation or other information (including with respect to any Outfront Party) that Buyer, Administrative Agent or any Group Agent reasonably requests in order to comply with its ongoing obligations under the applicable “know your customer” and anti money laundering rules and regulations, including the PATRIOT Act; and
(iv)    from time to time such further information regarding the business, affairs and financial condition of the Outfront Parties as Buyer or Administrative Agent shall reasonably request.
(c)    ERISA.  Promptly after such Originator becomes aware of the occurrence of any ERISA Event, a notice indicating that such event has occurred, accompanied by a written statement of a Responsible Officer of such Originator setting forth details of the occurrence referred to therein and stating what action it proposes to take with respect thereto.


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(d)    Events of Termination.  Notice of the occurrence of any Event of Termination or Unmatured Event of Termination, accompanied by a written statement of a Financial Officer of such Originator setting forth details of such event and the action that such Originator proposes to take with respect thereto, such notice to be provided promptly (but not later than one (1) Business Day) after such Originator obtains knowledge of any such event.
(e)    Servicing Programs.  If the Servicer is not Media LLC (or an Affiliate of Media LLC) or if any Event of Termination has occurred that has not been waived in accordance with the terms of the Receivables Purchase Agreement and a license or approval is required for Buyer or such successor Servicer’s use of any software or other computer program used by such Servicer (or its Affiliate) in the servicing of the Receivables, then such Originator shall at its own expense arrange for Buyer and such successor Servicer to receive any such required license or approval. 
(f)    Litigation.  As soon as possible, and in any event within two (2) Business Days after such Originator obtains knowledge thereof, notice of (i) any litigation, investigation or proceeding initiated against such Originator which has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) any material adverse development in any such litigation previously disclosed by it.
(g)    Change in Credit and Collection Policies or Business.  At least thirty (30) days prior to (i) the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a description or, if available, a copy of the Credit and Collection Policy then in effect and a written notice (A) indicating such change or amendment and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectability of the Receivables or decrease the credit quality of any newly created Receivables, requesting Buyer’s, Administrative Agent’s and Majority Group Agent’s consent thereto and (ii) any change in the character of such Originator’s business that has or would, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of such Originator to perform its obligations hereunder or otherwise have a Material Adverse Effect or that would prevent such Originator from conducting its business operations relating to the Receivables or the performance of its duties and obligations hereunder or under the other Transaction Documents, a written notice indicating such change and requesting Buyer’s, Administrative Agent’s and Majority Group Agent’s consent thereto.
(h)    Other Information.  Promptly, from time to time, such Records or other information, documents, records or reports respecting the condition or operations, financial or otherwise, of such Originator as Administrative Agent or Buyer may from time to time reasonably request in order to protect the interests of Buyer, Administrative Agent or any Purchaser Party under or as contemplated by this Agreement or any other Transaction Document or to comply with any Applicable Law or any Governmental Authority.


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SECTION 5.4    Negative Covenants of Each Originator.  From the date hereof until the Final Payout Date, each Originator shall not, without the prior written consent of Administrative Agent and Buyer, do or permit to occur any act or circumstance that it has covenanted not to do in any Transaction Document to which it is a party in any capacity, or:
(a)    Sales, Adverse Claims, Etc.  Except as otherwise explicitly provided herein or in the other Transaction Documents, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (other than a Permitted Adverse Claim) upon or with respect to (i) any Receivable or Related Contract or any Related Asset, or any interest therein, or any proceeds of the foregoing, or any Lock‐Box Account to which any Collections of any of the foregoing are sent, or any right to receive income or proceeds from or in respect of any of the foregoing or (ii) with respect to Outernet, any Capital Stock of the Buyer.
(b)    Extension or Amendment of Receivables.  Except as permitted under Section 9.02(a) of the Receivables Purchase Agreement, extend, amend or otherwise modify the payment terms of any Receivable or amend, modify or waive any payment term or condition of any related Contract, in each case unless a corresponding Deemed Collection payment in respect of such Receivable is made in connection therewith.
(c)    Change in Credit and Collection Policies or Business.  (i) Make or consent to any change in, or waive any of the provisions of, the Credit and Collection Policies that would be reasonably likely to materially adversely affect the collectability of the Receivables or decrease the credit quality of any newly created Receivables without the prior written consent of the Buyer and Administrative Agent, (ii) make any change in the character of its business that would have or could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in either case, without the prior written consent of Buyer and Administrative Agent or (iii) amend, waive or otherwise modify any other Transaction Document to which it is a party, in any capacity, or consent to any amendment, waiver or modification of any Transaction Document, in each case, without the prior written consent of Administrative Agent and the Majority Group Agent.
(d)    Change in Lock-Box Banks.  (i) Add any bank or lock-box account not listed on Schedule II to the Receivables Purchase Agreement as a Lock-Box Bank or Lock-Box Account unless Administrative Agent shall have previously approved and received duly executed copies of all Lock-Box Agreements and/or amendments thereto covering each such new bank and lock-box account, (ii) terminate any Lock-Box Bank, Lock-Box Agreement or related Lock-Box Account without the prior written consent of Administrative Agent and, in each case, only if all of the payments from Obligors that were being sent to such Lock-Box Bank or Lock-Box Account will, upon termination of such Lock-Box Bank or Lock-Box Account and at all times thereafter, be deposited in a Lock-Box Account with another Lock-Box Bank covered by a Lock-Box Agreement or (iii) amend, supplement or otherwise modify any Lock-Box Agreement without the prior written consent of Buyer and Administrative Agent.


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(e)    Mergers, Sales, Etc.  Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets as an entirety to any Person, unless in the case of any merger or consolidation (i) such Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the surviving entity shall execute and deliver to Buyer, Administrative Agent and each Group Agent an agreement, in form and substance reasonably satisfactory to Administrative Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of such Originator under this Agreement, (C) no Change in Control shall result, (D) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity, (E) no Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result therefrom and (F) Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.
(f)    Deposits to Accounts.  (i) Deposit or otherwise credit, or cause or permit to be so deposited or credited, or direct any Obligor to deposit or remit, any Collection or proceeds thereof to any account or lock-box account (or related lock-box, if applicable) other than a Lock-Box Account covered by a Lock-Box Agreement or (ii) permit funds other than Collections and Subject Collections to be deposited into any Lock-Box Account.
Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, if a Triggering Event has occurred and is continuing:
(i)    on each Business Day, such Originator shall provide such information with respect to Subject Collections deposited into each Lock-Box Account as reasonably requested by the Administrative Agent; 
(ii)    within two (2) Business Days such Originator shall instruct or cause the Servicer to instruct the obligor of each Subject Receivable to cease remitting payments with respect to all Subject Receivables to any Lock-Box Account and to instead remit payments with respect thereto to any other account (other than a Lock-Box Account) from time to time identified to such obligor;
(iii)    such Originator shall immediately take or cause to be taken all other actions necessary to ensure that no Subject Collections are deposited into any Lock-Box Account; and
(iv)    such Originator shall no longer commingle or permit the Servicer or any other Person to commingle Collections with any Subject Collections.


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(g)    Change in Organization, Etc.  Change its jurisdiction of organization or its name, identity or corporate organization structure or make any other change such that any financing statement filed or other action taken to perfect Buyer’s or Administrative Agent’s interests hereunder and under the Receivables Purchase Agreement, as applicable, would become seriously misleading or would otherwise be rendered ineffective, unless (i) no Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result immediately after giving effect thereto, (ii) no Change in Control shall result, (iii) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the new entity and (iv) Administrative Agent and Buyer have received such certificates, documents, instruments, agreements and opinions of counsel as they shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.  Each Originator shall at all times maintain its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America in which Article 9 of the UCC is in effect.
(h)    Actions Impairing Quality of Title.  Take any action that could reasonably be expected to cause any Receivable, together with the Related Assets, not to be owned by it free and clear of any Adverse Claim (other than Permitted Adverse Claims); or take any action that could reasonably be expected to cause Administrative Agent not to have a valid ownership interest or first priority perfected security interest in the Receivables and, to the extent such security interest can be perfected by filing a financing statement or the execution of an account control agreement, any Related Assets (or any portion thereof) and all cash proceeds of any of the foregoing, in each case, free and clear of any Adverse Claim (other than a Permitted Adverse Claim); or suffer the existence of any valid and effective financing statement or other instrument similar in effect covering any Receivable or any Related Asset on file in any recording office except such as may be filed (i) in favor of Buyer in accordance with any Transaction Document or (ii) in favor of Administrative Agent in accordance with this Agreement or any Transaction Document or take any action that could reasonably be expected to cause Administrative Agent not to have a valid first priority perfected security interest (subject to any Permitted Adverse Claim) in each Lock-Box Account and all amounts or instruments on deposit or credited therein from time to time.
(i)    Buyer’s Tax Status.  Take or cause any action to be taken that could result in the Buyer becoming treated other than as a disregarded entity within the meaning of U.S. Treasury Regulation § 301.7701-3 that is disregarded as separate from a United States person within the meaning of Section 7701(a)(30) of the Code for U.S. federal income tax purposes without the consent of the Administrative Agent.  
(j)    Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.  Use or permit Performance Guarantor or its or Performance Guarantor’s Subsidiaries or their respective directors, officers, employees or agents to use, the proceeds of any sale or contribution of Receivables originated by such Originator (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Terrorism Laws, (B) for the 


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purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case to the extent doing so would violate any Sanctions, or (C) in any other manner that would result in liability to any Affected Person under any applicable Sanctions or result in the violation of any Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.
(k)    Evading and Avoiding. Engage in, or permit Performance Guarantor or any of its or Performance Guarantor’s Subsidiaries or any director, officer, employee, agent or other Person acting on behalf of an Originator or any of its Subsidiaries in any capacity in connection with or directly benefitting from this Agreement to engage in, or conspire to engage in, any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions.
ARTICLE VI
 
TERMINATION OF PURCHASES
SECTION 6.1    Voluntary Termination.  Upon the occurrence and during the continuation of a Purchase and Sale Termination Event, the sale and contribution of Receivables and Related Assets pursuant to this Agreement may be terminated by the Buyer, with the prior written consent of the Administrative Agent, at any time when the Aggregate Capital is equal to zero.
SECTION 6.2    Automatic Termination.  The sale by any Originator or contribution by Outernet, as applicable, of Receivables and Related Assets pursuant to this Agreement shall automatically terminate if an Event of Bankruptcy shall have occurred and remain continuing with respect to such Originator or Buyer.
SECTION 6.3    Final Payout Date.  This Agreement shall terminate upon two (2) Business Days’ prior written notice by the Buyer, the Servicer or the Lead Originator to the other parties hereto and the Administrative Agent so long as the Final Payout Date has occurred and all Commitments have been reduced to $0.
ARTICLE VII 
 
INDEMNIFICATION
SECTION 7.1    Each Originator’s Indemnity.  (a)  General Indemnity.  Without limiting any other rights which any such Person may have hereunder or under Applicable Law, but subject to Sections 7.1(b) and 8.6, each Originator, jointly and severally, hereby agrees to indemnify and hold harmless Buyer, Buyer’s Affiliates and all of their respective successors, transferees, participants and assigns, all Persons referred to in Section 8.4 hereof, and all assigns, officers, members, managers, directors, shareholders, employees and agents of any of the foregoing (each an “Originator Indemnified Party”), from and against any and all claims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Originator 


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Indemnified Amounts”) arising out of or resulting from this Agreement or any other Transaction Document, any of the transactions contemplated thereby, or the ownership, maintenance or purchasing of the Receivables or in respect of or related to any Receivable or Related Assets or otherwise arising out of or relating to or in connection with the actions or inactions of any Outfront Party; excluding however (a) Originator Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that the Originator Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Originator Indemnified Party seeking indemnification or any material breach of the obligations of the Originator Indemnified Party under the Transaction Documents, (b) Taxes (other than Taxes that represent losses, claims, damages etc. arising from any non-Tax claim) and (c) Originator Indemnified Amounts constituting recourse with respect to a Receivable or the Related Asset by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor.  Without limiting or being limited by the foregoing, each Originator, jointly and severally, shall pay on demand to each Originator Indemnified Party any and all amounts necessary to indemnify the Originator Indemnified Party from and against any and all Originator Indemnified Amounts relating to or resulting from any of the following (but excluding Originator Indemnified Amounts and Taxes described in clauses (a), (b) and (c) above (other than the Taxes specifically enumerated in clauses (xvi) and (xviii) below)):
(i)    the transfer by such Originator of any interest in any Receivable other than the sale or contribution, as applicable, of any Receivable and Related Assets to Buyer pursuant to this Agreement and the grant of a security interest or ownership interest in any Receivable and Related Assets to Buyer pursuant to this Agreement or the subsequent assignment to the Administrative Agent;
(ii)    any representation, warranty or statement made or deemed made by such Originator (or any of its officers) under or in connection with this Agreement, any of the other Transaction Documents, any Information Package or any other information or report delivered by or on behalf of any Originator pursuant hereto, which shall have been untrue, false or incorrect when made or deemed made;
(iii)    the failure of such Originator to comply with the terms of any Transaction Document, the Federal Assignment of Claims Act or any other Applicable Law or the nonconformity of any such Receivable or Related Assets with any such Applicable Law; 
(iv)    the lack of an enforceable ownership interest or a first priority perfected security interest in the Receivables (and all Related Assets) transferred by such Originator, or purported to be transferred by such Originator, to Buyer pursuant to this Agreement against all Persons (including any bankruptcy trustee or similar Person);
(v)    any attempt by any Person (including Buyer) to void the transfers by such Originator contemplated hereby under statutory provisions or common law or equitable action;


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(vi)    the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Receivable and the other Related Assets in respect thereof, transferred by such Originator, or purported to be transferred by such Originator, to Buyer pursuant to this Agreement whether at the time of any purchase or acquisition, as applicable, or at any subsequent time;
(vii)    any dispute, claim, offset or defense (other than discharge in bankruptcy) or other similar claim of the Obligor to the payment of any Receivable (including (x) a defense based on such Receivable, the related Contract, Agency Letter or the Related Assets not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms or (y) any dispute between an Advertiser Obligor and the related Agency Obligor as to which Person or Persons are obligated to make payment on a Receivable (whether before or after an Advertiser Obligor remits payment to an Agency Obligor)), or any other claim resulting from the sale of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness or relating to collection activities with respect to such Receivable;
(viii)    any failure of such Originator to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to the Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Receivable;
(ix)    any products liability, environmental or other claim arising out of or in connection with any Receivable or Related Assets or other merchandise, goods or services which are the subject of or related to any Receivable or Related Assets;
(x)    the ownership, delivery, non‐delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Assets (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied);
(xi)    any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use of proceeds of any purchase hereunder or in respect of any Receivable or other Related Assets or any related Contract;
(xii)    any failure of such Originator to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document;


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(xiii)    any setoff with respect to any Receivable;
(xiv)    the failure by such Originator to notify any Obligor of the assignment pursuant to the terms hereof of any Receivable or Related Assets to Buyer (and subsequently, pursuant to the Receivables Purchase Agreement, to Administrative Agent for the benefit of Purchaser Parties) or the failure to require that all Collections of Receivables be deposited directly in a Lock-Box Account covered by a Lock-Box Agreement;
(xv)    any funds that are remitted by or on behalf of any Advertiser Obligor to an Agency Obligor with respect to any Sequential Receivable that are not subsequently remitted by or on behalf of such Agency Obligor to any Originator, the Buyer, the Servicer or any other Person on their behalf within one hundred twenty (120) days of such receipt;
(xvi)    any Taxes imposed upon the Originator Indemnified Party or upon or with respect to the Receivables transferred by such Originator, or purported to be transferred by such Originator, to Buyer pursuant to this Agreement arising by reason of the purchase or ownership, contribution or sale of such Receivables (or of any interest therein) or Related Assets or any goods which secure any such Receivables or Related Assets;
(xvii)    any failure of such Originator to perform any of its respective duties or obligations under any Contract related to any Unperformed Receivable;
(xviii)    any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type Taxes on or with respect to the Receivables or Related Assets (to the extent not duplicative of clause (xvi) above) or the failure by such Originator to timely collect and remit to the appropriate authority any such Taxes;
(xix)    any commingling of any Collections by such Originator relating to the Receivables or Related Assets with any of its own funds or the funds of any other Person (including the commingling of Collections of Receivables with Subject Collections); 
(xx)    the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;
(xxi)    any failure by such Originator to obtain consent from any Obligor prior to the assignment of any Receivable and Related Assets pursuant to the terms of this Agreement;
(xxii)    any breach of any Contract as a result of the sale or contribution thereof or any Receivables related thereto pursuant to this Agreement;


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(xxiii)    any inability of such Originator or Buyer to assign any Receivable or Related Asset as contemplated under the Transaction Documents; or the violation or breach by such Originator of any confidentiality provision, or of any similar covenant of non‐disclosure, with respect to any Contract, or any other Originator Indemnified Amount with respect to or resulting from any such violation or breach; or 
(xxiv)    any other amount paid or payable pursuant to Section 5.02 or 14.04 of the Receivables Purchase Agreement.
(b)    After‐Tax Basis.  Indemnification in respect of Taxes described in clauses (xvi) and (xviii) above shall be in an amount necessary to make the Originator Indemnified Party whole after taking into account any tax consequences to the Originator Indemnified Party of the payment of any of the aforesaid Taxes and the receipt of the indemnity provided hereunder or of any refund of any such Tax previously indemnified hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits which is or was payable by the Originator Indemnified Party.
SECTION 7.2    Contribution.  If for any reason the indemnification provided above in this Article VII is unavailable to an Originator Indemnified Party or is insufficient to hold an Originator Indemnified Party harmless, then each Originator shall contribute to the amount paid or payable by the Originator Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Originator Indemnified Party on the one hand and such Originator on the other hand but also the relative fault of the Originator Indemnified Party as well as any other relevant equitable considerations.
ARTICLE VIII 
 
MISCELLANEOUS
SECTION 8.1    Amendments, Etc.  No amendment or waiver of any provision of this Agreement nor consent to any departure by any Originator therefrom shall in any event be effective unless the same shall be in writing and signed by Buyer, Administrative Agent and (if an amendment) the Lead Originator, and if such amendment or waiver affects the obligations of the Performance Guarantor, the Performance Guarantor consents in writing thereto, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No Originator may amend or otherwise modify any other Transaction Document executed by it without the written consent of Buyer and Administrative Agent, and if such amendment or waiver affects the obligations of the Performance Guarantor, the Performance Guarantor consents in writing thereto.
SECTION 8.2    No Waiver; Remedies.  No failure on the part of Buyer or any Originator Indemnified Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  If an Event of Termination has occurred and is continuing, Buyer (or 


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Administrative Agent as assignee of Buyer’s rights hereunder) shall have, in addition to all other rights and remedies under this Agreement, any other Transaction Document or otherwise, all other rights and remedies provided under the UCC of each applicable jurisdiction and other Applicable Laws (including all the rights and remedies of a secured party upon default under the UCC (including the right to sell any or all of the Receivables and Related Assets)).  The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by Applicable Law.  Each Originator hereby consents to and agrees to be bound by the specific remedies provisions of Section 9.04 and 10.01 of the Receivables Purchase Agreement as if they were set forth herein mutatis mutandis.  Without limiting the foregoing, MUFG, individually and as Administrative Agent, and each Purchaser Party and Group Agent, and any of their Affiliates (the “Set-off Parties”) are each hereby authorized by each of the parties hereto, at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by and other indebtedness at any time owing to any such Set-off Party to or for the credit to the account of such party, against all due but unpaid obligations of such party, now or hereafter existing under this Agreement or any other Transaction Document (other than in respect of any repayment of Aggregate Capital or Interest by Buyer pursuant to the Receivables Purchase Agreement), to any Affected Person, any Originator Indemnified Party or any other Affected Person; provided, that any Set-off Party shall notify such party prior to or concurrently with any such set off.
SECTION 8.3    Notices, Etc.  All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication and electronic mail) and faxed or delivered to each party hereto, at its address set forth in Annex 2 or at such other address as shall be designated by such party in a written notice to the other parties hereto.  All such notices and communications shall be effective, (a) if personally delivered or sent by express mail, courier or certified mail, when received, and (b) if transmitted by facsimile or electronic mail, when sent.  
SECTION 8.4    Binding Effect; Assignment.  Each Originator acknowledges that institutions providing financing (by way of loans or purchases of Receivables or interests therein) pursuant to the Receivables Purchase Agreement may rely upon the terms of this Agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall also, to the extent provided herein, inure to the benefit of the parties to the Receivables Purchase Agreement.  Each Originator acknowledges that Buyer’s rights under this Agreement may be assigned to MUFG or another Purchaser under the Receivables Purchase Agreement, consents to such assignment and to the exercise of those rights directly by MUFG or another Purchaser to the extent permitted by the Receivables Purchase Agreement and acknowledges and agrees that MUFG, individually and as agent and Purchaser and the other Affected Persons and each of their respective successors and permitted assigns are express third party beneficiaries of this Agreement.  
SECTION 8.5    Survival.  The rights and remedies with respect to any breach of any representation and warranty made by any Originator or Buyer pursuant to Section 3.2, Article IV, the indemnification provisions of Article VII, and the provisions of Sections 8.4, 8.5, 8.6, 8.8, 8.9, 8.10, 8.11, 8.12 and 8.14 shall survive any termination of this Agreement and the provisions of 


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Section 5.3(e) shall survive any termination of Media LLC as a party to this Agreement other than pursuant to a termination of this Agreement in its entirety.
SECTION 8.6    Costs, Expenses and Taxes.  In addition to the rights of indemnification granted under Section 7 hereof, each Originator, jointly and severally, agrees to pay on demand: (a) all reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Transaction Documents (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto and thereto), including (i) the reasonable Attorney Costs for the Administrative Agent and the other Purchaser Parties with respect thereto and with respect to advising the Administrative Agent and the other Purchaser Parties as to their rights and remedies under this Agreement and the other Transaction Documents and (ii) reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the Administrative Agent and the other Purchaser Parties and the fees and charges of any Rating Agency incurred in connection with the administration and maintenance of this Agreement or advising the Administrative Agent or any other Purchaser Party as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document and (b) all stamp, franchise and other Taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and the other Transaction Documents, and agrees to indemnify each Originator Indemnified Party and their respective Affiliates against any liabilities for, or resulting from any delay in paying (or failure to pay), such Taxes and fees.  In addition, each Originator agrees to pay on demand all reasonable out-of-pocket and documented costs and expenses (including reasonable Attorney Costs), of the Administrative Agent and the other Purchaser Parties, incurred in connection with the enforcement of any of their respective rights or remedies under the provisions of this Agreement and the other Transaction Documents.
SECTION 8.7    Execution in Counterparts; Integration.  This Agreement may be executed in any number of counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.  This Agreement, together with the other Transaction Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.
SECTION 8.8    Governing Law.  THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF BUYER IN THE RECEIVABLES OR 


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RELATED ASSETS IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).
SECTION 8.9    Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.
SECTION 8.10    Consent to Jurisdiction; Waiver of Immunities.  EACH ORIGINATOR AND BUYER HEREBY ACKNOWLEDGES AND AGREES THAT:
(a)    IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.
(b)    TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.
SECTION 8.11    Confidentiality.  Each party hereto agrees to comply with, and be bound by, the confidentiality provisions of Section 14.06 of the Receivables Purchase Agreement as if they were set forth herein mutatis mutandis.
SECTION 8.12    No Proceedings.  Each Originator agrees, for the benefit of the parties to the Receivables Purchase Agreement, that it will not institute against Buyer, or join any other Person in instituting against Buyer, any Insolvency Proceeding from the Restatement Date until one year and one day after the Final Payout Date.  In addition, all amounts payable by Buyer to any Originator pursuant to this Agreement shall be payable solely from funds available for that purpose (after Buyer has satisfied all obligations then due and owing under the Receivables Purchase Agreement).


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SECTION 8.13    No Recourse Against Other Parties.  No recourse under any obligation, covenant or agreement of Buyer contained in this Agreement shall be had against any stockholder, employee, officer, director, member, manager incorporator or organizer of Buyer.
SECTION 8.14    Grant of Security Interest.  It is the intention of the parties to this Agreement that the conveyance of each Originator’s right, title and interest in and to the Receivables, the Related Assets and all the proceeds of all of the foregoing  to Buyer pursuant to this Agreement shall constitute an absolute and irrevocable purchase and sale or capital contribution, as applicable, and not a loan or pledge.  Notwithstanding the foregoing, each Originator does hereby grant, to Buyer a security interest to secure such Originator’s obligations hereunder in all of such Originator’s now or hereafter existing right, title and interest in, to and under the Receivables and the Related Assets and that this Agreement shall constitute a security agreement under Applicable Law.
SECTION 8.15    Binding Terms in Other Transaction Documents.  Each Originator hereby makes for the benefit of Administrative Agent, each Purchaser, each other Secured Party, each of the representations, warranties, covenants, and agreements, and accepts all other binding terms, including the waiver of any rights, which are made expressly applicable to such Originator in any other Transaction Document, each as if the same (together with any provisions incorporated therein by reference) were set forth in full herein.
SECTION 8.16    Joint and Several Liability.  Each of the representations, warranties, covenants, obligations, indemnities and other undertakings of any Originator hereunder shall be made jointly and severally, and are joint and several liabilities of each of the Originators hereunder.
SECTION 8.17    Severability.  Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 8.18    Lead Originator.  
(a)    Each Originator hereby irrevocably appoints and constitutes Outernet (“Lead Originator”) as its agent and attorney-in-fact to (i) provide all notices and instructions to be given by the Originators or any thereof under this Agreement and the other Transaction Documents (and any notice or instruction provided by Outernet shall be deemed to be given by the applicable Originator and shall bind such Originator), (ii) receive notices and instructions to be given to the Originators or any thereof under this Agreement and the other Transaction Documents (and any notice or instruction provided to Outernet shall be deemed to have been given to the applicable Originator), (iii) make payments required to be paid by the Originators or any thereof under this Agreement and the other Transaction Documents (and any payment made by Lead Originator shall be deemed to be paid by the applicable Originator), (iv)  receive payments and disbursements to be made to the Originators or any thereof under this Agreement and the other Transaction Documents (and any payment made to Outernet shall be deemed to be paid to the applicable Originator), (v) take any such action on behalf of the Originators as the Lead Originator deems 


32







appropriate to effectuate the transfers contemplated under the Transaction Documents and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Transaction Documents (and any action by Lead Originator shall be deemed to be made by the applicable Originator and shall bind such Originator) and (vi) execute and deliver any amendments, consents, waivers or other instruments related to this Agreement and the other Transaction Documents on behalf of the other Originators (and any such amendment, consent, waiver or other instrument shall be binding upon and enforceable against each other Originator to the same extent as if made directly by such Originator).
(b)    Lead Originator hereby accepts the appointment by the Originators to act as the agent and attorney-in-fact of the Originators pursuant to this Section 8.18.  Lead Originator shall ensure that the disbursement of any payments to any Originator paid to or for the account of Lead Originator shall be paid to or for the account of such Originator.
[SIGNATURE PAGES FOLLOW]


33








IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
OUTFRONT MEDIA LLC,
as an Originator and as Servicer




By: /s/ Jonathan D.  Karabas        
Name:  Jonathan D. Karabas
Title: Treasurer


OUTFRONT MEDIA RECEIVABLES TRS, LLC, 
as Buyer




By: /s/ Jonathan D.  Karabas        
Name:  Jonathan D. Karabas
Title: Treasurer


S-1    TRS Purchase and Sale Agreement







OUTFRONT MEDIA GROUP LLC,
as an Originator 




By: /s/ Jonathan D.  Karabas        
Name:  Jonathan D. Karabas
Title: Treasurer


OUTFRONT MEDIA OUTERNET INC.,
as an Originator 




By: /s/ Jonathan D.  Karabas        
Name:  Jonathan D. Karabas
Title: Treasurer




OUTFRONT MEDIA SPORTS INC.,
as an Originator 




By: /s/ Jonathan D.  Karabas        
Name:  Jonathan D. Karabas
Title: Treasurer




OUTFRONT MEDIA VW COMMUNICATIONS LLC,
as an Originator 




By: /s/ Jonathan D.  Karabas        
Name:  Jonathan D. Karabas
Title: Treasurer




OUTFRONT MEDIA BUS ADVERTISING LLC,
as an Originator 




By: /s/ Jonathan D.  Karabas        
Name:  Jonathan D. Karabas
Title: Treasurer




S-2    TRS Purchase and Sale Agreement









OUTFRONT MEDIA SAN FRANCISCO LLC,
as an Originator 




By: /s/ Jonathan D.  Karabas        
Name:  Jonathan D. Karabas
Title: Treasurer




OUTFRONT MEDIA BOSTON LLC,
as an Originator 




By: /s/ Jonathan D.  Karabas        
Name:  Jonathan D. Karabas
Title: Treasurer




ROCKBRIDGE SPORTS, MEDIA AND ENTERTAINMENT, LLC,
as an Originator 




By: /s/ Jonathan D.  Karabas        
Name:  Jonathan D. Karabas
Title: Treasurer






S-3    TRS Purchase and Sale Agreement








Schedule I 

LIST AND LOCATION OF EACH ORIGINATOR
	
		
	Originator
	Location

	Outfront Media Group LLC
	Delaware

	Outfront Media Outernet Inc.
	Delaware

	Outfront Media Sports Inc.
	Delaware

	Outfront Media VW Communications LLC
	New York

	Outfront Media Bus Advertising LLC
	New York

	Outfront Media San Francisco LLC
	New York

	Outfront Media Boston LLC
	New York

	Outfront Media LLC
	Delaware

	Rockbridge Sports, Media and Entertainment, LLC
	Virginia








Schedule 1, Page 1    








ANNEX 1
UCC DETAILS SCHEDULE
		
	(1)
	Outfront Media LLC:  


(a)    Chief Executive Office


405 Lexington Avenue, 17th Floor
New York, NY 10174


(b)    Locations Where Records Are Kept


405 Lexington Avenue, 17th Floor
New York, NY 10174


(c)    Doing Business As Names; Changes in Location or Name
    


Annex 1, Page 1    







	
		
	Name
	Date

	OS Baseline Inc., an Arizona corporation, Decade Communications Group, Inc., a Colorado corporation and Bench Advertising Company of Colorado, Inc., a Colorado corporation merged into Outdoor Systems, Inc., a Delaware corporation
	June 24, 1998

	Burma Acquisition Corp., a Delaware corporation merged into Outdoor Systems, Inc., a Delaware corporation
	December 7, 1999

	Outdoor Systems Inc. changed its name to Infinity Outdoor, Inc.
	February 23, 2000

	Infinity Outdoor, Inc. changed its name to Viacom Outdoor Inc.
	August 28, 2001

	Premere Media, Inc., an Illinois corporation merged into Vicom Outdoor Inc., a Delaware corporation
	December 28, 2005

	Viacom Outdoor Inc. changed its name to CBS Outdoor Inc.
	December 29, 2005

	National Advertising Company, a Delaware corporation merged into CBS Outdoor Inc., a Delaware corporation
	December 22, 2006

	OS Bus, Inc., a Georgia corporation merged into CBS Outdoor Inc., a Delaware corporation
	December 28, 2007

	San Francisco Walls, Inc., a California corporation merged into  CBS Outdoor Inc., a Delaware corporation
	December 28, 2007

	Outdoor Systems (New York), Inc., a New York corporation merged into  CBS Outdoor Inc., a Delaware corporation
	December 28, 2007

	OS Florida, Inc., a Florida corporation merged into CBS Outdoor Inc., a Delaware corporation
	December 28, 2007

	Infinity Outdoor of Florida Holding Co., a Delaware corporation  merged into CBS Outdoor Inc., a Delaware corporation
	December 28, 2007

	Infinity Outdoor of Florida Inc., a Florida corporation  merged into CBS Outdoor Inc., a Delaware corporation
	December 28, 2007

	CBS Outdoor Inc. converted to a limited liability company, CBS Outdoor LLC
	June 20, 2013

	CBS Outdoor LLC changed its name to Outfront Media LLC
	November 20, 2014






(d)    Federal Taxpayer ID Number


46-4042148                    


(e)    Jurisdiction of Organization


Annex 1, Page 2









Delaware


(f)    True Legal Name


Outfront Media LLC


(g)    Organizational Identification Number


2337422




		
	(2)
	Outfront Media Group LLC:  


(a)    Chief Executive Office


405 Lexington Avenue, 17th Floor
New York, NY 10174


(b)    Locations Where Records Are Kept


405 Lexington Avenue, 17th Floor
New York, NY 10174


(c)    Doing Business As Names; Changes in Location or Name
    
	
		
	Name
	Date

	Winston Networks Inc. changed its name to Viacom Outdoor Group Inc.
	September 7, 2001

	Viacom Outdoor Group Inc. changed its name to CBS Outdoor Group Inc.
	January 2, 2006

	Transportation Displays Inc., a Delaware corporation, merged into CBS Outdoor Group Inc., a Delaware corporation
	December 31, 2007

	CBS Outdoor Group Inc., a Delaware corporation, changed to CBS Outdoor Group LLC, a Delaware limited liability company
	December 23, 2013

	CBS Outdoor Group LLC changed its name to Outfront Media Group LLC
	November 20, 2014






(d)    Federal Taxpayer ID Number


13-2660769                    


(e)    Jurisdiction of Organization


Annex 1, Page 3









Delaware


(f)    True Legal Name


Outfront Media Group LLC


(g)    Organizational Identification Number


681120


		
	(3)
	Outfront Media Outernet Inc.:  


(a)    Chief Executive Office


405 Lexington Avenue, 17th Floor
New York, NY 10174


(b)    Locations Where Records Are Kept


405 Lexington Avenue, 17th Floor
New York, NY 10174


(c)    Doing Business As Names; Changes in Location or Name
    
	
		
	Name
	Date

	SS Merger Corporation, a Delaware Corporation, merged into SignStorey, Inc., a Delaware corporation
	October 5, 2007

	SignStorey, Inc. changed its name to CBS Outernet Inc.
	October 9, 2007

	CBS Outernet Inc. changed its name to Outfront Media Outernet Inc.
	November 20, 2014






(d)    Federal Taxpayer ID Number


04-3531204                    


(e)    Jurisdiction of Organization


Delaware


(f)    True Legal Name


Outfront Media Outernet Inc.


Annex 1, Page 4









(g)    Organizational Identification Number


3285861


		
	(4)
	Outfront Media Sports Inc.:  


(a)    Chief Executive Office


405 Lexington Avenue, 17th Floor
New York, NY 10174


(b)    Locations Where Records Are Kept


405 Lexington Avenue, 17th Floor
New York, NY 10174


(c)    Doing Business As Names; Changes in Location or Name
    
	
		
	Name
	Date

	Pro-Serve Marketing, Inc. changed its name to Premier Sports Marketing, Inc.
	April 1, 1991

	Premier Sports Marketing, LLC, an Arizona limited liability company, and Phoenix Product Group, LLC, an Arizona limited liability company, merged with and into Premier Sports Marketing, Inc., a Delaware corporation, and Premier Sports Marketing, Inc. changed its name to OSI Sports Marketing, Inc.
	July 14, 1999

	OSI Sports Marketing, Inc. changed its name to Viacom Outdoor Sports Marketing Inc.
	August 28, 2001

	Viacom Outdoor Sports Marketing Inc. changed its name to CBS Collegiate Sports Properties Inc.
	April 19, 2006

	CBS Collegiate Sports Properties Inc. changed its name to Outfront Media Sports Inc.
	November 20, 2014






(d)    Federal Taxpayer ID Number


77-0141025                    


(e)    Jurisdiction of Organization


Delaware


(f)    True Legal Name


Annex 1, Page 5









Outfront Media Sports Inc.


(g)    Organizational Identification Number


2086110 

		
	(5)
	Outfront Media VW Communications LLC:  


(a)    Chief Executive Office


405 Lexington Avenue, 17th Floor
New York, NY 10174


(b)    Locations Where Records Are Kept


405 Lexington Avenue, 17th Floor
New York, NY 10174


(c)    Doing Business As Names; Changes in Location or Name
    
	
		
	Name
	Date

	Van Wagner Communications, Inc., a New York corporation, merged into Van Wagner Communications, LLC, a New York limited liability company,
	March 17, 1998

	Scrolling Corporation of America, a New York corporation, merged into Van Wagner Communications, LLC, a New York limited liability company
	March 17, 1998

	Van Wager LA East Side, LLC, a California limited liability company, Van Wager LA West Side, LLC, a California limited liability company, and Van Wagner Communications, LLC, a New York limited liability company, merged into Van Wagner Communications, LLC, a New York limited liability company
	March 23, 2006

	Van Wagner Communications, LLC, a New York limited liability company, and Boston Outdoor Media LLC, a New York limited liability company, merged into Van Wagner Communications, LLC, a New York limited liability company.
	January 1, 2008

	Van Wagner Communications, LLC changed its name to OA VW LLC
	November 19, 2014

	OA VW LLC changed its name to Outfront Media VW Communications LLC
	November 20, 2014






Annex 1, Page 6









(d)    Federal Taxpayer ID Number


13-3984032                    


(e)    Jurisdiction of Organization


New York


(f)    True Legal Name


Outfront Media VW Communications LLC


(g)    Organizational Identification Number


2194894 




		
	(6)
	Outfront Media Bus Advertising LLC:  


(a)    Chief Executive Office


405 Lexington Avenue, 17th Floor
New York, NY 10174


(b)    Locations Where Records Are Kept


405 Lexington Avenue, 17th Floor
New York, NY 10174


(c)    Doing Business As Names; Changes in Location or Name
    
	
		
	Name
	Date

	Van Wagner Manufacturing, LLC changed its name to Van Wagner New Jersey Transit Advertising, LLC
	September 26, 2007

	Van Wagner New Jersey Transit Advertising, LLC changed its name to Van Wagner Bus Advertising, LLC
	February 22, 2010

	Van Wagner Bus Advertising, LLC changed its name to Outfront Media Bus Advertising LLC
	November 20, 2014






(d)    Federal Taxpayer ID Number


20-3168797                    


Annex 1, Page 7









(e)    Jurisdiction of Organization


New York


(f)    True Legal Name


Outfront Media Bus Advertising LLC


(g)    Organizational Identification Number


3223510




		
	(7)
	Outfront Media San Francisco LLC:  


(a)    Chief Executive Office


405 Lexington Avenue, 17th Floor
New York, NY 10174


(b)    Locations Where Records Are Kept


405 Lexington Avenue, 17th Floor
New York, NY 10174


(c)    Doing Business As Names; Changes in Location or Name
    
	
		
	Name
	Date

	Van Wagner San Francisco, LLC changed its name to Outfront Media San Francisco LLC
	November 20, 2014






(d)    Federal Taxpayer ID Number


27-0631817                    


(e)    Jurisdiction of Organization


New York


(f)    True Legal Name


Outfront Media San Francisco LLC


Annex 1, Page 8









(g)    Organizational Identification Number


3834775




		
	(8)
	Outfront Media Boston LLC:  


(a)    Chief Executive Office


405 Lexington Avenue, 17th Floor
New York, NY 10174


(b)    Locations Where Records Are Kept


405 Lexington Avenue, 17th Floor
New York, NY 10174


(c)    Doing Business As Names; Changes in Location or Name
    
	
		
	Name
	Date

	Van Wagner Boston, LLC changed its name to Outfront Media Boston LLC
	November 20, 2014






(d)    Federal Taxpayer ID Number


27-0631945                    


(e)    Jurisdiction of Organization


New York


(f)    True Legal Name


Outfront Media Boston LLC


(g)    Organizational Identification Number


3834779






Annex 1, Page 9







		
	(9)
	Rockbridge Sports, Media and Entertainment, LLC:  


(a)    Chief Executive Office


405 Lexington Avenue, 17th Floor
New York, NY 10174


(b)    Locations Where Records Are Kept


405 Lexington Avenue, 17th Floor
New York, NY 10174


(c)    Doing Business As Names; Changes in Location or Name
    
None.


(d)    Federal Taxpayer ID Number


45-2740888                    


(e)    Jurisdiction of Organization


Virginia


(f)    True Legal Name


Rockbridge Sports, Media and Entertainment, LLC


(g)    Organizational Identification Number


S3704089








Annex 1, Page 10








ANNEX 2
NOTICE INFORMATION
If to an Originator, to the following, as applicable:
c/o OUTFRONT Media Inc.
405 Lexington Avenue, 17th Floor
New York, NY 10174
Attn: General Counsel; Chief Financial Officer
Tel:  (212) 297-6400
Fax:  (212) 297-6552
Email:  richard.sauer@outfrontmedia.com; matthew.siegel@outfrontmedia.com


If to Buyer:


c/o OUTFRONT Media Inc.  
405 Lexington Avenue, 17th Floor 
New York, NY 10174 
Attention:   General Counsel; Chief Financial Officer  
Tel:  (212) 297-6400  
Fax:(212) 297-6552  
Email:  richard.sauer@outfrontmedia.com; matthew.siegel@outfrontmedia.com
            
With a copy to Purchaser and Administrative Agent at their respective addresses set forth in the Receivables Purchase Agreement.




Annex 2, Page 1 








Exhibit 2.2
FORM OF NOTE
NON-NEGOTIABLE SUBORDINATED NOTE
as of [   ], 20__
FOR VALUE RECEIVED, the undersigned, Outfront Media Receivables TRS, LLC, a Delaware limited liability company (“Buyer”), promises to pay to Outfront Media Outernet Inc., a Delaware corporation, for the benefit of itself as an Originator and the other Originators (as defined in the Purchase and Sale Agreement referred to below), on the terms and subject to the conditions set forth herein and in the Purchase and Sale Agreement referred to below, the aggregate unpaid purchase price of all Receivables and Related Assets purchased and to be purchased by Buyer pursuant to the Purchase and Sale Agreement through an increase in the principal amount of this Note.  Such amount as shown in the records of Outfront Media LLC, a Delaware limited liability company, as initial servicer (in such capacity, the “Servicer”) shall be rebuttable presumptive evidence of the principal amount owing under this note (this “Note”).
1.    Purchase and Sale Agreement.  This Note is the Subordinated Note described in Section 2.3(e) of, and is subject to the terms and conditions set forth in, the TRS Purchase and Sale Agreement, dated as of July 19, 2019 (as the same may be amended, supplemented, or otherwise modified in accordance with its terms, the “Purchase and Sale Agreement”), among the various entities from time to time party thereto as Originators, the Servicer and Buyer.  Reference is hereby made to the Purchase and Sale Agreement for a statement of certain other rights and obligations of Buyer, the Servicer and the Originators.  In the case of any conflict between the terms of this Note and the terms of the Purchase and Sale Agreement, the terms of the Purchase and Sale Agreement shall control.
2.    Definitions; Interpretation.  Capitalized terms used (but not defined) herein have the meanings ascribed thereto in (or by reference in) the Purchase and Sale Agreement, and this Note shall be interpreted in accordance with Section 1.2 of the Purchase and Sale Agreement.  In addition, as used herein, the following terms have the following meanings:
“Final Maturity Date” means the date that falls one year and one day after the later of (a) the Purchase and Sale Termination Date and (b) the Final Payout Date.
“Junior Liabilities” means all obligations of Buyer to the Originators under this Note.
“Senior Interests” means (a) the security interest granted to Administrative Agent in the Collateral for the benefit of the Secured Parties pursuant to the Receivables Purchase Agreement, (b) the Aggregate Capital, (c) all Seller Obligations and (d) all other obligations of Buyer to the Senior Interest Holders, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due on or before the Final Maturity Date.


Exhibit 2.2, Page 1









“Senior Interest Holders” means, collectively, the Administrative Agent and the other Affected Persons and their permitted assigns.
“Subordination Provisions” is defined in Section 7 hereof.
3.    Interest.  Subject to the Subordination Provisions, interest shall accrue on the aggregate unpaid principal amount of this Note outstanding on each day at a variable rate determined to be a fair market rate from time to time by and between Buyer and Outernet, with reference to market conditions, which rate shall in no instance be lower than the sum of 1%, plus the Adjusted LIBOR.
4.    Interest Payment Dates.  Subject to the Subordination Provisions, Buyer shall pay accrued interest on this Note for each Settlement Period on each Settlement Date (or on such earlier date as Buyer may elect from time to time) and on the Final Maturity Date (or, if any such day is not a Business Day, the next succeeding Business Day).  Buyer also shall pay accrued interest on the principal amount of each prepayment hereof on the date of each such prepayment.
5.    Basis of Computation.  Interest accrued hereunder shall be computed for the actual number of days elapsed on the basis of a 360-day year.
6.    Principal Payment Dates.  Subject to the Subordination Provisions, any unpaid principal of this Note shall be paid on the Final Maturity Date (or, if such date is not a Business Day, the next succeeding Business Day).  Subject to the Subordination Provisions, the principal amount of and accrued interest on this Note may be prepaid on any Business Day without premium or penalty.
7.    Subordination Provisions.  Buyer covenants and agrees, and each Originator and any other holder of this Note (collectively, the “Holder” and any thereof, a “Holder”), by its acceptance of this Note (or a beneficial interest herein), likewise covenants and agrees on behalf of itself and any Holder, in each case, for the benefit of the other and for the benefit of the Senior Interest Holders, that the payment of all Junior Liabilities is hereby expressly subordinated in right of payment to the payment and performance of the Senior Interests to the extent and in the manner set forth in the following clauses of this Section 7 (the “Subordination Provisions”):
(a)    No payment or other distribution of Buyer’s assets of any kind or character, whether in cash, securities, or other rights or property, shall be made on account of this Note except to the extent such payment or other distribution is (i) permitted under the Receivables Purchase Agreement or (ii) made pursuant to Sections 4 or 6 of this Note.
(b)    (i)  In the event of any Event of Bankruptcy involving Buyer, and (ii) on and after the occurrence of the Purchase and Sale Termination Date, the Senior Interests (other than unasserted contingent indemnification obligations) shall first be paid in full and in cash before any Originator shall be entitled to receive and to retain any payment or distribution in respect of this Note.  In order to implement the foregoing: (A) all payments and distributions of any kind or character in respect of this Note to which a Holder would be entitled except for this subsection 7(b) shall be made directly to Administrative Agent (for the benefit of the Senior Interest Holders); and (B) each Holder 


Exhibit 2.2, Page 2 









hereby irrevocably agrees that Administrative Agent, in the name of any Holder or otherwise, may demand, sue for, collect, receive and receipt for any and all such payments or distributions, and file, prove and vote or consent in any proceeding related to such Event of Bankruptcy with respect to any and all claims of the Holder relating to this Note, in each case until the Senior Interests (other than unasserted contingent indemnification obligations) shall have been paid in full and in cash.
(c)    In the event that any Holder receives any payment or other distribution of any kind or character from Buyer or from any other source whatsoever, in respect of this Note, other than as expressly permitted by the terms of this Note, such payment or other distribution shall be received in trust for the Senior Interest Holders and shall immediately be turned over in cash by such Holder to Administrative Agent (for the benefit of the Senior Interest Holders) until the Senior Interests (other than unasserted contingent indemnification obligations) have been paid in full and in cash.  All payments and distributions received by Administrative Agent in respect of this Note, to the extent received in or converted into cash, may be applied by Administrative Agent (for the benefit of the Senior Interest Holders) first, to the payment of any and all expenses (including, without limitation, attorneys’ fees and other legal expenses) paid or incurred by Administrative Agent or the Senior Interest Holders in enforcing these Subordination Provisions, or in endeavoring to collect or realize upon the Junior Liabilities, and second, any balance thereof shall, solely as between the Originators on the one hand and the Senior Interest Holders on the other hand, be applied by Administrative Agent toward the payment of the Senior Interests in a manner determined by Administrative Agent to be in accordance with the Receivables Purchase Agreement.
(d)    Upon the payment in full and in cash of all Senior Interests (other than unasserted contingent indemnification obligations), the Holder shall be subrogated to the rights of the Senior Interest Holders to receive payments or distributions from Buyer that are applicable to the Senior Interests until this Note is paid in full and in cash.
(e)    These Subordination Provisions are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and the Senior Interest Holders, on the other hand.  Nothing contained in these Subordination Provisions or elsewhere in this Note is intended to or shall impair, as between Buyer, its creditors (other than the Senior Interest Holders) and the Holder, Buyer’s obligation, which is unconditional and absolute, to pay this Note as and when the same shall become due in accordance with the terms hereof and of the Purchase and Sale Agreement or to affect the relative rights of the Holder and creditors of Buyer (other than the Senior Interest Holders).
(f)    Each Holder shall not, until the Senior Interests (other than unasserted contingent indemnification obligations) have been paid in full and in cash: (i) cancel, waive, forgive, transfer or assign, or commence legal proceedings to enforce or collect, or subordinate to any obligation of Buyer, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing, or due or to become due, other than the Senior Interests, this Note, or any rights in respect thereof or (ii) convert this Note into an equity interest in Buyer, unless, in the case of each of clauses (i) and (ii) above, the Holder shall have received the prior written consent of Administrative Agent.


Exhibit 2.2, Page 3 









(g)    Each Holder shall not commence, or join with any other Person in commencing, any proceedings related to an Event of Bankruptcy with respect to Buyer until at least one year and one day shall have passed since the Senior Interests (other than unasserted contingent indemnification obligations) shall have been paid in full and in cash.
(h)    If, at any time, any payment (in whole or in part) made with respect to any Senior Interest is rescinded or must be restored or returned by a Senior Interest Holder (whether in connection with any Event of Bankruptcy or otherwise), these Subordination Provisions shall continue to be effective or shall be reinstated, as the case may be, as though such payment had not been made.
(i)    Each of the Senior Interest Holders may, from time to time, at its sole discretion, without notice or demand to the Holder, and without waiving any of its rights under these Subordination Provisions, take any or all of the following actions:  (i) retain or obtain an interest in any property securing any of the Senior Interests pursuant to, and to the extent set forth in, the Transaction Documents; (ii) retain or obtain the primary or secondary obligations of any other obligor or obligors with respect to any of the Senior Interests; (iii) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Senior Interests, or release or compromise any obligation of any nature with respect to any of the Senior Interests in accordance with the Transaction Documents; (iv) amend, supplement, or otherwise modify any Transaction Document in accordance with the terms thereof; and (v) release its security interest in, or surrender, release or permit any substitution or exchange for all or any part of any rights or property securing any of the Senior Interests, or extend or renew for one or more periods (whether or not longer than the original period), or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such rights or property.
(j)    The Holder hereby waives:  (i) notice of acceptance of these Subordination Provisions by any of the Senior Interest Holders; (ii) notice of the existence, creation, non-payment or non-performance of all or any of the Senior Interests; and (iii) all diligence in enforcement, collection or protection of, or realization upon the Senior Interests, or any thereof, or any security therefor.
(k)    These Subordination Provisions constitute a continuing offer from Buyer to all Persons who become the holders of, or who continue to hold, Senior Interests; and these Subordination Provisions are made for the benefit of the Senior Interest Holders, and Administrative Agent may proceed to enforce such provisions on behalf of each of such Persons.
8.    Cumulative Remedies; Amendments, Etc.  No failure or delay on the part of the Servicer or any Originator in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.  No amendment, modification or waiver of, or consent with respect to, any provision of this Note shall in any event be effective unless (a) the same shall be in writing and signed and delivered by Buyer and the Holder and acknowledged and agreed to by Administrative Agent, and (b) all consents required for such actions under the Transaction Documents shall have been received by the appropriate Persons.


Exhibit 2.2, Page 4 









9.    Limitation on Interest.  Notwithstanding anything in this Note to the contrary, Buyer shall never be required to pay unearned interest on any amount outstanding hereunder, and shall never be required to pay interest on the principal amount outstanding hereunder, at a rate in excess of the maximum interest rate that may be contracted for, charged or received without violating applicable federal or state law.
10.    Negotiation.  This Note is not negotiable.
11.    Governing Law.  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).
12.    Captions.  Paragraph captions used in this Note are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Note.
[Signature Follows]


Exhibit 2.2, Page 5 









IN WITNESS WHEREOF, the undersigned has caused this Note to be duly executed as of the date hereof.
OUTFRONT MEDIA RECEIVABLES TRS, LLC






By:_____________________________________ 
Name: 
Title:












Exhibit 2.2, Page 6 










Exhibit 2.5
FORM OF PURCHASE REPORT


	
						
	Originators:
	________________________________

	 

	Purchaser:
	Outfront Media Receivables TRS, LLC

	 

	Delivery Date:
	________________ ___, 20___

	 

	 

	1.
	Initial Unpaid Balance of Receivables sold or contributed during the preceding calendar month:  
$ __________
	 

	



2.
	



Aggregate Purchase Price of Receivables sold or contributed during the preceding calendar month:  
$ __________
	 

	 
	 
	 

	

3.
	

Aggregate Purchase Price of Receivables sold or contributed during the preceding calendar month that was paid in cash:  $ __________


	 

	

4.
	

Aggregate Purchase Price of Receivables sold or contributed during the preceding calendar month that was paid by increasing the Subordinated Note:  
$ __________


	 

	

[5.
	

Aggregate Purchase Price of Receivables sold or contributed during the preceding calendar month that was paid in the form of a capital contribution:  
$ __________]


	 

	

6.
	

Sellers’ Net Worth on the last day of the preceding calendar month:  $ __________


	 

	

7.
	

Reductions in the Subordinated Note during the preceding calendar month:  $ __________


	 






Exhibit 2.5, Page 1 
 







	
						
	

8.
	

Outstanding principal balance of the Subordinated Note on the last day of the preceding calendar month:  $ __________


	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 












Exhibit 2.5, Page 2