SALE AND CONTRIBUTION AGREEMENT
THIS SALE AND CONTRIBUTION AGREEMENT dated as of July 15, 2021 (this Agreement) is among AUDACY OPERATIONS, INC., a Delaware corporation (Audacy Operations), as initial servicer (in such capacity, the Servicer), AUDACY NEW YORK, LLC, a Delaware limited liability company (the Transferor) and AUDACY RECEIVABLES, LLC, a Delaware limited liability company (the Transferee). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
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) Article I of the 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 Transferee, as Seller, Audacy Operations, as Servicer, the investors party thereto from time to time, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main (DZ Bank), as Agent, and (b) as used in this Agreement, unless the context otherwise requires, the following terms have the meanings indicated below:
Records means all Contracts and other documents, instruments, books, records, purchase orders, agreements, reports and other information (including computer programs, tapes, disks, other information storage media, data processing software and related property and rights) prepared or maintained by any Audacy Party with respect to, or that evidence or relate to, the Pool Receivables, the Related Rights, any other Support Assets, the Obligors of such Pool Receivables or the origination, collection or servicing of any of the foregoing.
Related Rights 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 and (d) all products and proceeds of any of the foregoing.
Sale Termination Date means, with respect to the Transferor, the date that Receivables and Related Rights cease being sold or contributed, as applicable, to the Transferee under this Agreement pursuant to Article VI of this Agreement.
Sale Termination Event means the occurrence of any of the following events or occurrences with respect to the Transferor:
(a) the Transferor shall fail to make when due any payment or deposit or transfer any monies to be made by it under this Agreement or any other Transaction Document as and when due and such failure is not remedied within three (3) Business Days;