Common use of Consolidation, Merger, Sale or Purchase of Assets, etc Clause in Contracts

Consolidation, Merger, Sale or Purchase of Assets, etc. Holdings will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets (other than sales or other dispositions of inventory, materials and equipment in the ordinary course of business), or enter into any partnerships, joint ventures or sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets of any Person or agree to do any of the foregoing at any future time, except that the following shall be permitted: (a) each Borrower and/or its respective Subsidiaries may lease as lessee real or personal property in the ordinary course of business and otherwise in compliance with this Agreement; (b) each Borrower and/or its respective Subsidiaries may make expenditures of the type described in the definition of Capital Expenditures to the extent permitted by Section 8.05; (c) advances, investments and loans may be made to the extent permitted pursuant to Section 8.06; (i) no Default or Event of Default exists at the time of, or immediately after giving effect to, such acquisition; (ii) such acquired assets, or the assets of the Person so acquired, consist solely of one or more outdoor advertising companies; (iii) the consideration paid by Holdings and its respective Subsidiaries in respect of any such acquisition shall consist solely of cash on hand of Holdings or its Subsidiaries, the proceeds of Loans, and/or equity interests in Holdings and/or cash proceeds of equity issuances by Holdings; (iv) to the extent that such acquisition is of the capital stock of a Person, such acquisition must be of 100% of the issued and outstanding capital stock of such Person; (v) in the event that such acquisition involves the creation or acquisition of a Subsidiary, no issued and outstanding capital stock thereof created or acquired by Holdings or any of its Subsidiaries in connection with such acquisition shall be pledged for the benefit of any creditor; (vi) Holdings shall cause each Subsidiary which is formed to effect, or is acquired pursuant to, such acquisition to (w) in the case of any direct Subsidiary of Holdings, enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become a party to this Agreement as a Borrower and become party to the Pledge Agreement and the Security Agreement, no later than concurrently with the consummation of such acquisition, (x) (i) in the case of the first such Subsidiary of a Borrower, enter into a Guaranty in the form of Exhibit I hereto (as modified, amended or supplemented from time to time in accordance with the terms hereof and thereof, the "Subsidiary Guaranty") and enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become party to the Pledge Agreement and the Security Agreement no later than concurrently with the consummation of such acquisition and (ii) in the case of all subsequent such Subsidiaries of a Borrower, enter into an Assumption Agreement substantially in the form of Exhibit J (the "Assumption Agreement") pursuant to which such Person shall become party to, in each case no later than concurrently with the consummation of such acquisition, the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, (y) deliver to the Administrative Agent such certificates and documents as such Subsidiary would have been required to deliver on the Initial Borrowing Date pursuant to Sections 5.01(a)(ii), (d)(i) and (d)(ii) if such Person had been a Subsidiary at such time and (z) take all actions reasonably requested by the Administrative Agent or the Collateral Agent (including, without limitation, the obtaining of UCC-11's, or equivalent reports and the filing of UCC-1's) in connection with the granting of security interests pursuant to the Security Documents); (vii) Holdings shall have caused to be delivered to the Administrative Agent and/or the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Required Banks, satisfactory in form and substance to the Administrative Agent and the Collateral Agent, to assure themselves that this Section 8.02

Consolidation, Merger, Sale or Purchase of Assets, etc. Holdings The Borrower will not, and nor will not it permit any of its Subsidiaries to: (a) except in connection with a disposition of assets permitted by the terms of subsection (c) below, wind updissolve, liquidate or dissolve its affairs or wind up their affairs; (b) enter into any transaction of merger or consolidation; provided, however, that, so long as no Default or conveyEvent of Default would be directly or indirectly caused as a result thereof, (i) the Borrower may merge or consolidate with any of its Subsidiaries provided that the Borrower is the surviving corporation; (ii) any Subsidiary of the Borrower may merge or consolidate with any other Subsidiary of the Borrower, provided after giving effect to such merger or consolidation, no Default or Event of Default would exist hereunder; (c) sell, lease lease, transfer or otherwise dispose of (any Property or agree to do any of the foregoing at any future time) all or any part of its property or assets (Subsidiary other than sales or other dispositions (i) the sale of inventory, materials and equipment assets pursuant to Reinsurance Agreements entered into in the ordinary course of business, (ii) the sale or disposition of machinery and equipment no longer used or useful in the conduct of such Person's business, (iii) the sale of assets to the Borrower or any Subsidiary of the Borrower, provided that after giving effect to such sale or other disposition, no Default or Event of Default would exist hereunder, and (iv) as permitted by Section 8.11; (d) except as otherwise permitted by Section 8.04(b), acquire all or enter into any partnershipsportion of the capital stock or securities of any other Person or purchase, joint ventures or sale-leaseback transactions, or purchase lease or otherwise acquire (in one a single transaction or a series of related transactions) all or any substantial part of the property or assets Property of any Person or agree to do any of the foregoing at any future time, except that the following shall be permitted: (a) each Borrower and/or its respective Subsidiaries may lease as lessee real or personal property in the ordinary course of business and otherwise in compliance with this Agreement; (b) each Borrower and/or its respective Subsidiaries may make expenditures of the type described in the definition of Capital Expenditures to the extent permitted by Section 8.05; (c) advances, investments and loans may be made to the extent permitted pursuant to Section 8.06; (i) no Default or Event of Default exists at the time of, or immediately after giving effect to, such acquisition; (ii) such acquired assets, or the assets of the Person so acquired, consist solely of one or more outdoor advertising companies; (iii) the consideration paid by Holdings and its respective Subsidiaries in respect of any such acquisition shall consist solely of cash on hand of Holdings or its Subsidiaries, the proceeds of Loans, and/or equity interests in Holdings and/or cash proceeds of equity issuances by Holdings; (iv) to the extent that such acquisition is of the capital stock of a other Person, such acquisition must be of 100% of the issued and outstanding capital stock of such Person; (v) in the event that such acquisition involves the creation or acquisition of a Subsidiary, no issued and outstanding capital stock thereof created or acquired by Holdings or any of its Subsidiaries in connection with such acquisition shall be pledged for the benefit of any creditor; (vi) Holdings shall cause each Subsidiary which is formed to effect, or is acquired pursuant to, such acquisition to (w) in the case of any direct Subsidiary of Holdings, enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become a party to this Agreement as a Borrower and become party to the Pledge Agreement and the Security Agreement, no later than concurrently with the consummation of such acquisition, (x) (i) in the case of the first such Subsidiary of a Borrower, enter into a Guaranty in the form of Exhibit I hereto (as modified, amended or supplemented from time to time in accordance with the terms hereof and thereof, the "Subsidiary Guaranty") and enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become party to the Pledge Agreement and the Security Agreement no later than concurrently with the consummation of such acquisition and (ii) in the case of all subsequent such Subsidiaries of a Borrower, enter into an Assumption Agreement substantially in the form of Exhibit J (the "Assumption Agreement") pursuant to which such Person shall become party to, in each case no later than concurrently with the consummation of such acquisition, the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, (y) deliver to the Administrative Agent such certificates and documents as such Subsidiary would have been required to deliver on the Initial Borrowing Date pursuant to Sections 5.01(a)(ii), (d)(i) and (d)(ii) if such Person had been a Subsidiary at such time and (z) take all actions reasonably requested by the Administrative Agent or the Collateral Agent (including, without limitation, the obtaining of UCC-11's, or equivalent reports and the filing of UCC-1's) in connection with the granting of security interests pursuant to the Security Documents); (vii) Holdings shall have caused to be delivered to the Administrative Agent and/or the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Required Banks, satisfactory in form and substance to the Administrative Agent and the Collateral Agent, to assure themselves that this Section 8.02.

Consolidation, Merger, Sale or Purchase of Assets, etc. Holdings Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, wind up: (a) dissolve, liquidate or dissolve wind up its affairs affairs, sell, transfer, lease or otherwise dispose of any substantial part of its property or assets outside of the ordinary course of business or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the sale, transfer, lease or other disposition of property or assets not in the ordinary course of business (other than Specified Sales), where and to the extent that such transaction is the result of a Recovery Event and the Net Proceeds therefrom are used to repair or replace damaged property or to purchase or otherwise acquire new assets or property provided that such purchase or acquisition is committed to within 120 days of receipt of the Net Proceeds from the Recovery Event and such purchase or acquisition is consummated within 180 days of such receipt; and (iii) the sale, lease or transfer of property or assets by a Credit Party other than Borrower to a domestic Credit Party. As used herein, “substantial part” shall mean property and assets, the book value of which, when added to the book value of all other assets sold, leased or otherwise disposed of by the Consolidated Group (other than in the ordinary course of business), shall in any fiscal year exceed 10% of Consolidated Net Worth, in each case determined as of the end of the immediately preceding fiscal year; or (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) all or any substantial part of the property or assets of any Person other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, (except as otherwise limited or prohibited herein), or enter into any transaction of merger or consolidation, except for (i) investments or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets (other than sales or other dispositions of inventory, materials and equipment in the ordinary course of business), or enter into any partnerships, joint ventures or sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets of any Person or agree to do any of the foregoing at any future time, except that the following shall be permitted: (a) each Borrower and/or its respective Subsidiaries may lease as lessee real or personal property in the ordinary course of business and otherwise in compliance with this Agreement; (b) each Borrower and/or its respective Subsidiaries may make expenditures of the type described in the definition of Capital Expenditures to the extent permitted by Section 8.05; (c) advances, investments and loans may be made to the extent acquisitions permitted pursuant to Section 8.06; (i) no Default or Event of Default exists at the time of7.5, or immediately after giving effect to, such acquisition; (ii) the merger or consolidation of Borrower with or into another Credit Party, provided that in any such acquired assetscase Borrower shall be the surviving entity, or the assets of the Person so acquired, consist solely of one or more outdoor advertising companies; (iii) the consideration paid by Holdings and its respective Subsidiaries in respect merger or consolidation of any such acquisition shall consist solely of cash on hand of Holdings wholly-owned Subsidiary with or its Subsidiariesinto any other wholly-owned Subsidiary, the proceeds of Loans, and/or equity interests in Holdings and/or cash proceeds of equity issuances by Holdings; and (iv) to the extent merger or consolidation of any wholly-owned Subsidiary with or into Borrower provided that in any such acquisition is of the capital stock of a Person, such acquisition must be of 100% of the issued and outstanding capital stock of such Person; (v) in the event that such acquisition involves the creation or acquisition of a Subsidiary, no issued and outstanding capital stock thereof created or acquired by Holdings or any of its Subsidiaries in connection with such acquisition case Borrower shall be pledged for the benefit of any creditor; (vi) Holdings shall cause each Subsidiary which is formed to effect, or is acquired pursuant to, such acquisition to (w) in the case of any direct Subsidiary of Holdings, enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become a party to this Agreement as a Borrower and become party to the Pledge Agreement and the Security Agreement, no later than concurrently with the consummation of such acquisition, (x) (i) in the case of the first such Subsidiary of a Borrower, enter into a Guaranty in the form of Exhibit I hereto (as modified, amended or supplemented from time to time in accordance with the terms hereof and thereof, the "Subsidiary Guaranty") and enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become party to the Pledge Agreement and the Security Agreement no later than concurrently with the consummation of such acquisition and (ii) in the case of all subsequent such Subsidiaries of a Borrower, enter into an Assumption Agreement substantially in the form of Exhibit J (the "Assumption Agreement") pursuant to which such Person shall become party to, in each case no later than concurrently with the consummation of such acquisition, the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, (y) deliver to the Administrative Agent such certificates and documents as such Subsidiary would have been required to deliver on the Initial Borrowing Date pursuant to Sections 5.01(a)(ii), (d)(i) and (d)(ii) if such Person had been a Subsidiary at such time and (z) take all actions reasonably requested by the Administrative Agent or the Collateral Agent (including, without limitation, the obtaining of UCC-11's, or equivalent reports and the filing of UCC-1's) in connection with the granting of security interests pursuant to the Security Documents); (vii) Holdings shall have caused to be delivered to the Administrative Agent and/or the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Required Banks, satisfactory in form and substance to the Administrative Agent and the Collateral Agent, to assure themselves that this Section 8.02surviving entity.

Consolidation, Merger, Sale or Purchase of Assets, etc. Holdings The Borrower will not, nor will it permit any Subsidiary to, (a) dissolve, liquidate or wind up its affairs, sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; and (ii) the sale, transfer, lease or other disposition of property or assets (a) to an unrelated party not in the ordinary course of business (other than Specified Sales), where and will not permit to the extent that they are the result of a Recovery Event or (b) the sale, lease, transfer or other disposition of machinery, parts and equipment, no longer used or useful in the conduct of the business of the Borrower or any of its Subsidiaries toSubsidiaries, wind upas appropriate, liquidate in its reasonable discretion; (iii) the sale, lease or dissolve its affairs transfer of property or assets (at fair value) between or among Credit Parties; (iv) the sale, lease or transfer of property or assets (including sale leaseback transactions not prohibited by Section 6.13) not to exceed $5,000,000 in the aggregate in any fiscal year; and (v) the voluntary dissolution, liquidation or winding-up in connection with a merger or sale of all or substantially all of the assets of a Credit Party otherwise permitted hereunder. provided, that in each case (except for clause (iii) above) at least 75% of -------- the consideration received therefor by the Borrower or any such Subsidiary is in the form of cash or Cash Equivalents; or (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, and other Capital Expenditures permitted hereunder and other than as permitted pursuant to Section 2.7(b)(vi) and Section 6.7), or enter into any transaction of merger or consolidation, except for (i) investments or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets (other than sales or other dispositions of inventory, materials and equipment in the ordinary course of business), or enter into any partnerships, joint ventures or sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets of any Person or agree to do any of the foregoing at any future time, except that the following shall be permitted: (a) each Borrower and/or its respective Subsidiaries may lease as lessee real or personal property in the ordinary course of business and otherwise in compliance with this Agreement; (b) each Borrower and/or its respective Subsidiaries may make expenditures of the type described in the definition of Capital Expenditures to the extent permitted by Section 8.05; (c) advances, investments and loans may be made to the extent acquisitions permitted pursuant to Section 8.06; (i) no Default or Event of Default exists at the time of6.6, or immediately after giving effect to, such acquisition; (ii) such acquired assets, or the assets of the Person so acquired, consist solely of one or more outdoor advertising companies; (iii) the consideration paid by Holdings and its respective Subsidiaries in respect of any such acquisition shall consist solely of cash on hand of Holdings or its Subsidiaries, the proceeds of Loans, and/or equity interests in Holdings and/or cash proceeds of equity issuances by Holdings; (iv) to the extent that such acquisition is of the capital stock of a Person, such acquisition must be of 100% of the issued and outstanding capital stock of such Person; (v) in the event that such acquisition involves the creation or acquisition of a Subsidiary, no issued and outstanding capital stock thereof created or acquired by Holdings or any of its Subsidiaries in connection with such acquisition shall be pledged for the benefit of any creditor; (vi) Holdings shall cause each Subsidiary which is formed to effect, or is acquired pursuant to, such acquisition to (w) in the case of any direct Subsidiary of Holdings, enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become a party to this Agreement as a Borrower and become party to the Pledge Agreement and the Security Agreement, no later than concurrently with the consummation of such acquisition, (x) (i) in the case of the first such Subsidiary of a Borrower, enter into a Guaranty in the form of Exhibit I hereto (as modified, amended or supplemented from time to time in accordance with the terms hereof and thereof, the "Subsidiary Guaranty") and enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become party to the Pledge Agreement and the Security Agreement no later than concurrently with the consummation of such acquisition and (ii) in the case of all subsequent such Subsidiaries merger or consolidation of a BorrowerCredit Party with and into another Credit Party, enter into an Assumption Agreement substantially in provided that if the form of Exhibit J (the "Assumption Agreement") pursuant to which such Person shall become Borrower is a party to, in each case no later than concurrently with the consummation of such acquisitionthereto, the Subsidiary Guaranty, -------- Borrower will be the Pledge Agreement and the Security Agreement, (y) deliver to the Administrative Agent such certificates and documents as such Subsidiary would have been required to deliver on the Initial Borrowing Date pursuant to Sections 5.01(a)(ii), (d)(i) and (d)(ii) if such Person had been a Subsidiary at such time and (z) take all actions reasonably requested by the Administrative Agent or the Collateral Agent (including, without limitation, the obtaining of UCC-11's, or equivalent reports and the filing of UCC-1's) in connection with the granting of security interests pursuant to the Security Documents); (vii) Holdings shall have caused to be delivered to the Administrative Agent and/or the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Required Banks, satisfactory in form and substance to the Administrative Agent and the Collateral Agent, to assure themselves that this Section 8.02surviving corporation.

Consolidation, Merger, Sale or Purchase of Assets, etc. Holdings The Company will not, and nor will not it permit any of its Subsidiaries Subsidiary to, wind up, (a) dissolve, liquidate or dissolve wind up its affairs affairs, sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the sale, transfer, lease or other disposition of property or assets to an unrelated party not in the ordinary course of business (other than Specified Sales), where and to the extent that they are the result of a Recovery Event or otherwise and the net proceeds therefrom are used to repair or replace damaged property or to purchase or otherwise acquire new assets or property, provided that such purchase or acquisition is consummated within 180 days of such receipt; (iii) the sale, lease or transfer of property or assets (at fair value) between the Company and the Borrower; (iv) the sale, lease or transfer of property or assets from a Domestic Credit Party other than the Company or the Borrower to another Domestic Credit Party; and (v) the sale and lease of the Borrower's property permitted pursuant to Section 6.13 hereof; or (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) all or any substantial part of the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein), or enter into any transaction of merger or consolidation, except for (i) investments or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets (other than sales or other dispositions of inventory, materials and equipment in the ordinary course of business), or enter into any partnerships, joint ventures or sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets of any Person or agree to do any of the foregoing at any future time, except that the following shall be permitted: (a) each Borrower and/or its respective Subsidiaries may lease as lessee real or personal property in the ordinary course of business and otherwise in compliance with this Agreement; (b) each Borrower and/or its respective Subsidiaries may make expenditures of the type described in the definition of Capital Expenditures to the extent permitted by Section 8.05; (c) advances, investments and loans may be made to the extent acquisitions permitted pursuant to Section 8.06; 6.6, (iii) the merger or consolidation of the Company into the Borrower or the Borrower into the Company, or a sale, transfer or lease of all or a substantial part of its properties (at fair value) to, the Company or the Borrower, (iii) the G&L Acquisition, (iv) the merger or consolidation of a Domestic Credit Party with and into another Domestic Credit Party, provided that if the Company or the Borrower is a party thereto, either the Company or the Borrower will be the surviving corporation, and (v) the merger or consolidation of any other Person with and into a Credit Party, provided that in any such case a Credit Party shall be the surviving corporation and no Default or Event of Default exists at the time of, or immediately would exist after giving effect to, such acquisition; (ii) such acquired assets, or the assets of the Person so acquired, consist solely of one or more outdoor advertising companies; (iii) the consideration paid by Holdings and its respective Subsidiaries in respect of any such acquisition shall consist solely of cash thereto on hand of Holdings or its Subsidiaries, the proceeds of Loans, and/or equity interests in Holdings and/or cash proceeds of equity issuances by Holdings; (iv) to the extent that such acquisition is of the capital stock of a Person, such acquisition must be of 100% of the issued and outstanding capital stock of such Person; (v) in the event that such acquisition involves the creation or acquisition of a Subsidiary, no issued and outstanding capital stock thereof created or acquired by Holdings or any of its Subsidiaries in connection with such acquisition shall be pledged for the benefit of any creditor; (vi) Holdings shall cause each Subsidiary which is formed to effect, or is acquired pursuant to, such acquisition to (w) in the case of any direct Subsidiary of Holdings, enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become a party to this Agreement as a Borrower and become party to the Pledge Agreement and the Security Agreement, no later than concurrently with the consummation of such acquisition, (x) (i) in the case of the first such Subsidiary of a Borrower, enter into a Guaranty in the form of Exhibit I hereto (as modified, amended or supplemented from time to time in accordance with the terms hereof and thereof, the "Subsidiary Guaranty") and enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become party to the Pledge Agreement and the Security Agreement no later than concurrently with the consummation of such acquisition and (ii) in the case of all subsequent such Subsidiaries of a Borrower, enter into an Assumption Agreement substantially in the form of Exhibit J (the "Assumption Agreement") pursuant to which such Person shall become party to, in each case no later than concurrently with the consummation of such acquisition, the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, (y) deliver to the Administrative Agent such certificates and documents as such Subsidiary would have been required to deliver on the Initial Borrowing Date pursuant to Sections 5.01(a)(ii), (d)(i) and (d)(ii) if such Person had been a Subsidiary at such time and (z) take all actions reasonably requested by the Administrative Agent or the Collateral Agent (including, without limitation, the obtaining of UCC-11's, or equivalent reports and the filing of UCC-1's) in connection with the granting of security interests pursuant to the Security Documents); (vii) Holdings shall have caused to be delivered to the Administrative Agent and/or the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Required Banks, satisfactory in form and substance to the Administrative Agent and the Collateral Agent, to assure themselves that this Section 8.02Pro

Consolidation, Merger, Sale or Purchase of Assets, etc. Holdings The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, wind up, (a) dissolve, liquidate or dissolve wind up its affairs or enter into any transaction of merger or consolidation, or conveyaffairs, sell, transfer, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (other than sales i) Specified Sales; and (ii) the dissolution of any Non-Material Subsidiary which is not a Designated Non-Material Subsidiary or the sale, transfer, lease or other dispositions disposition of inventoryproperty or assets to the Borrower or any Guarantor. Provided no Default or Event of Default then exists, materials the Administrative Agent shall, without obtaining the consent of any Lender, release its lien on any collateral sold or otherwise transferred in accordance with this Section upon the consummation of such sale or transfer and equipment in upon the ordinary course performance by the Borrower of business)all of its Obligations hereunder on account of such sale or transfer. (b) purchase, or enter into any partnerships, joint ventures or sale-leaseback transactions, or purchase lease or otherwise acquire (in one a single transaction or a series of related transactions) all or any substantial part of the property or assets of any Person (other than purchases or agree to do any other acquisitions of the foregoing at any future timeinventory, except that the following shall be permitted: (a) each Borrower and/or its respective Subsidiaries may lease as lessee real or personal leases, materials, property and equipment in the ordinary course of business and business, except as otherwise in compliance with this Agreement; limited or prohibited herein), or enter into any merger or consolidation, except for (bi) each Borrower and/or its respective Subsidiaries may make expenditures of the type described in the definition of Capital Expenditures to the extent permitted by Section 8.05; (c) advances, investments and loans may be made to the extent or acquisitions permitted pursuant to Section 8.06; 6.6, and (iii) the merger or consolidation of any Subsidiary into the Borrower or any Subsidiary, or a sale, transfer or lease of all or a substantial part of the properties of any Subsidiary (at fair value) to the Borrower or any Subsidiary and in any such case no Default or Event of Default exists at the time of, or immediately would exist after giving effect to, such acquisition; (ii) such acquired assets, or the assets of the Person so acquired, consist solely of one or more outdoor advertising companies; (iii) the consideration paid by Holdings and its respective Subsidiaries in respect of any such acquisition shall consist solely of cash on hand of Holdings or its Subsidiaries, the proceeds of Loans, and/or equity interests in Holdings and/or cash proceeds of equity issuances by Holdings; (iv) to the extent that such acquisition is of the capital stock of a Person, such acquisition must be of 100% of the issued and outstanding capital stock of such Person; (v) in the event that such acquisition involves the creation or acquisition of a Subsidiary, no issued and outstanding capital stock thereof created or acquired by Holdings or any of its Subsidiaries in connection with such acquisition shall be pledged for the benefit of any creditor; (vi) Holdings shall cause each Subsidiary which is formed to effect, or is acquired pursuant to, such acquisition to (w) in the case of any direct Subsidiary of Holdings, enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become a party to this Agreement as a Borrower and become party to the Pledge Agreement and the Security Agreement, no later than concurrently with the consummation of such acquisition, (x) (i) in the case of the first such Subsidiary of a Borrower, enter into a Guaranty in the form of Exhibit I hereto (as modified, amended or supplemented from time to time in accordance with the terms hereof and thereof, the "Subsidiary Guaranty") and enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become party to the Pledge Agreement and the Security Agreement no later than concurrently with the consummation of such acquisition and (ii) in the case of all subsequent such Subsidiaries of a Borrower, enter into an Assumption Agreement substantially in the form of Exhibit J (the "Assumption Agreement") pursuant to which such Person shall become party to, in each case no later than concurrently with the consummation of such acquisition, the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, (y) deliver to the Administrative Agent such certificates and documents as such Subsidiary would have been required to deliver on the Initial Borrowing Date pursuant to Sections 5.01(a)(ii), (d)(i) and (d)(ii) if such Person had been a Subsidiary at such time and (z) take all actions reasonably requested by the Administrative Agent or the Collateral Agent (including, without limitation, the obtaining of UCC-11's, or equivalent reports and the filing of UCC-1's) in connection with the granting of security interests pursuant to the Security Documents); (vii) Holdings shall have caused to be delivered to the Administrative Agent and/or the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Required Banks, satisfactory in form and substance to the Administrative Agent and the Collateral Agent, to assure themselves that this Section 8.02thereto.

Consolidation, Merger, Sale or Purchase of Assets, etc. Holdings The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, wind up, (a) dissolve, liquidate or dissolve wind up its affairs affairs, sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; (ii) the sale, transfer, lease or other disposition of property or assets to an unrelated party not in the ordinary course of business (other than Specified Sales), where and to the extent that they are the result of a Recovery Event and the net proceeds therefrom are used to repair or replace damaged property or to purchase or otherwise acquire new assets or property, provided that such purchase or acquisition is consummated within 180 days of such receipt; (iii) the sale, lease or transfer of property or assets (at fair value) between the Borrower and any Guarantor; (iv) the sale, lease or transfer of property or assets from a Domestic Credit Party other than the Borrower or any Guarantor to another Domestic Credit Party; (v) the sale and lease of G&L Industries' property permitted pursuant to Section 6.13 hereof; and (vi) the sale, lease or transfer of property or assets not to exceed $15,000,000 in the aggregate; provided, that in each case at least 75% of the consideration received therefor by the Borrower or any such Subsidiary is in the form of cash or Cash Equivalents; or (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein), or enter into any transaction of merger or consolidation, except for (i) investments or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets (other than sales or other dispositions of inventory, materials and equipment in the ordinary course of business), or enter into any partnerships, joint ventures or sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets of any Person or agree to do any of the foregoing at any future time, except that the following shall be permitted: (a) each Borrower and/or its respective Subsidiaries may lease as lessee real or personal property in the ordinary course of business and otherwise in compliance with this Agreement; (b) each Borrower and/or its respective Subsidiaries may make expenditures of the type described in the definition of Capital Expenditures to the extent permitted by Section 8.05; (c) advances, investments and loans may be made to the extent acquisitions permitted pursuant to Section 8.06; 6.6, (iii) the G&L Acquisition, (iii) the merger or consolidation of a Domestic Credit Party with and into another Domestic Credit Party, provided that if the Borrower is a party thereto, the Borrower will be the surviving corporation, and (iv) the merger or consolidation of any other Person with and into a Credit Party, provided that in any such case a Credit Party shall be the surviving corporation and no Default or Event of Default exists at the time of, or immediately would exist after giving effect to, such acquisition; (ii) such acquired assets, or the assets of the Person so acquired, consist solely of one or more outdoor advertising companies; (iii) the consideration paid by Holdings and its respective Subsidiaries in respect of any such acquisition shall consist solely of cash thereto on hand of Holdings or its Subsidiaries, the proceeds of Loans, and/or equity interests in Holdings and/or cash proceeds of equity issuances by Holdings; (iv) to the extent that such acquisition is of the capital stock of a Person, such acquisition must be of 100% of the issued and outstanding capital stock of such Person; (v) in the event that such acquisition involves the creation or acquisition of a Subsidiary, no issued and outstanding capital stock thereof created or acquired by Holdings or any of its Subsidiaries in connection with such acquisition shall be pledged for the benefit of any creditor; (vi) Holdings shall cause each Subsidiary which is formed to effect, or is acquired pursuant to, such acquisition to (w) in the case of any direct Subsidiary of Holdings, enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become a party to this Agreement as a Borrower and become party to the Pledge Agreement and the Security Agreement, no later than concurrently with the consummation of such acquisition, (x) (i) in the case of the first such Subsidiary of a Borrower, enter into a Guaranty in the form of Exhibit I hereto (as modified, amended or supplemented from time to time in accordance with the terms hereof and thereof, the "Subsidiary Guaranty") and enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become party to the Pledge Agreement and the Security Agreement no later than concurrently with the consummation of such acquisition and (ii) in the case of all subsequent such Subsidiaries of a Borrower, enter into an Assumption Agreement substantially in the form of Exhibit J (the "Assumption Agreement") pursuant to which such Person shall become party to, in each case no later than concurrently with the consummation of such acquisition, the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, (y) deliver to the Administrative Agent such certificates and documents as such Subsidiary would have been required to deliver on the Initial Borrowing Date pursuant to Sections 5.01(a)(ii), (d)(i) and (d)(ii) if such Person had been a Subsidiary at such time and (z) take all actions reasonably requested by the Administrative Agent or the Collateral Agent (including, without limitation, the obtaining of UCC-11's, or equivalent reports and the filing of UCC-1's) in connection with the granting of security interests pursuant to the Security Documents); (vii) Holdings shall have caused to be delivered to the Administrative Agent and/or the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Required Banks, satisfactory in form and substance to the Administrative Agent and the Collateral Agent, to assure themselves that this Section 8.02Pro Forma Basis.

Consolidation, Merger, Sale or Purchase of Assets, etc. Holdings Each of the Credit Parties will not, nor will it permit any Subsidiary to: (a) dissolve, liquidate or wind up its affairs, sell, transfer, lease to a third party or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales and will not permit Sale Leaseback Transactions to the extent permitted under Section 6.12; (ii) the disposition of property or assets as a result of a Recovery Event; (iii) the sale, lease, transfer or other disposition of (A) machinery, parts and equipment no longer used or useful in the conduct of the business of the Borrower or any of its Subsidiaries toand (B) property and assets located at or used in connection with, wind upor which are otherwise associated with, liquidate restaurants that are not material to the business of any Credit Party; (iv) the sale, lease or dissolve transfer of property or assets between Credit Parties, so long as the Liens of the Administrative Agent with respect to such property or assets remain in full force and effect and fully perfected after giving effect to such transaction; (v) the sale, lease or transfer of the properties set forth on Schedule 2.6(b)(ii), and (vi) the sale, lease or transfer of property or assets not to exceed $1,000,000 in the aggregate in any fiscal year and $5,000,000 in the aggregate during the term of this Agreement; provided, that in each case (other than with respect to clause (iv) above) (A) at least 75% of the consideration received therefor by any Credit Party or any such Subsidiary shall be in the form of cash or Cash Equivalents, (B) after giving effect to the sale, lease, transfer or other disposition of such property or assets and the repayment of Indebtedness (if any) with the proceeds thereof, the Credit Parties shall be in compliance on a pro forma basis with the financial covenants set forth in Section 5.9 hereof and shall be in compliance with all other terms and conditions of this Agreement, and (C) no Event of Default shall exist or shall result from such sale, lease, transfer or other disposition of property or assets; provided, further, that with respect to any sale or transfer of property or assets permitted hereunder to an unrelated third party, the Administrative Agent shall be entitled, without the consent of the Lenders or the Required Lenders, to release its affairs Liens relating to the particular property or assets sold; or (i) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein) or (ii) enter into any transaction of merger or consolidation, except for (A) investments or convey, sell, lease or otherwise dispose of acquisitions (or agree to do any of the foregoing at any future timeincluding Permitted Acquisitions) all or any part of its property or assets (other than sales or other dispositions of inventory, materials and equipment in the ordinary course of business), or enter into any partnerships, joint ventures or sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets of any Person or agree to do any of the foregoing at any future time, except that the following shall be permitted: (a) each Borrower and/or its respective Subsidiaries may lease as lessee real or personal property in the ordinary course of business and otherwise in compliance with this Agreement; (b) each Borrower and/or its respective Subsidiaries may make expenditures of the type described in the definition of Capital Expenditures to the extent permitted by Section 8.05; (c) advances, investments and loans may be made to the extent permitted pursuant to Section 8.06; 6.6, and (i) no Default or Event of Default exists at the time of, or immediately after giving effect to, such acquisition; (ii) such acquired assets, or the assets of the Person so acquired, consist solely of one or more outdoor advertising companies; (iiiB) the consideration paid by Holdings merger or consolidation of a Credit Party with and its respective Subsidiaries in respect of any such acquisition shall consist solely of cash on hand of Holdings or its Subsidiariesinto another Credit Party; provided that if the Borrower is a party thereto, the proceeds of Loans, and/or equity interests in Holdings and/or cash proceeds of equity issuances by Holdings; (iv) to Borrower will be the extent that such acquisition is of the capital stock of a Person, such acquisition must be of 100% of the issued and outstanding capital stock of such Person; (v) in the event that such acquisition involves the creation or acquisition of a Subsidiary, no issued and outstanding capital stock thereof created or acquired by Holdings or any of its Subsidiaries in connection with such acquisition shall be pledged for the benefit of any creditor; (vi) Holdings shall cause each Subsidiary which is formed to effect, or is acquired pursuant to, such acquisition to (w) in the case of any direct Subsidiary of Holdings, enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become a party to this Agreement as a Borrower and become party to the Pledge Agreement and the Security Agreement, no later than concurrently with the consummation of such acquisition, (x) (i) in the case of the first such Subsidiary of a Borrower, enter into a Guaranty in the form of Exhibit I hereto (as modified, amended or supplemented from time to time in accordance with the terms hereof and thereof, the "Subsidiary Guaranty") and enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become party to the Pledge Agreement and the Security Agreement no later than concurrently with the consummation of such acquisition and (ii) in the case of all subsequent such Subsidiaries of a Borrower, enter into an Assumption Agreement substantially in the form of Exhibit J (the "Assumption Agreement") pursuant to which such Person shall become party to, in each case no later than concurrently with the consummation of such acquisition, the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, (y) deliver to the Administrative Agent such certificates and documents as such Subsidiary would have been required to deliver on the Initial Borrowing Date pursuant to Sections 5.01(a)(ii), (d)(i) and (d)(ii) if such Person had been a Subsidiary at such time and (z) take all actions reasonably requested by the Administrative Agent or the Collateral Agent (including, without limitation, the obtaining of UCC-11's, or equivalent reports and the filing of UCC-1's) in connection with the granting of security interests pursuant to the Security Documents); (vii) Holdings shall have caused to be delivered to the Administrative Agent and/or the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Required Banks, satisfactory in form and substance to the Administrative Agent and the Collateral Agent, to assure themselves that this Section 8.02surviving corporation.

Consolidation, Merger, Sale or Purchase of Assets, etc. Holdings The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, wind up, (a) dissolve, liquidate or dissolve wind up its affairs or enter into any transaction of merger or consolidation, or conveyaffairs, sell, transfer, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (other than sales i) Specified Sales; (ii) the sale, transfer, lease or other dispositions disposition of inventory, materials and equipment property or assets not in the ordinary course of businessbusiness (other than Specified Sales), where and to the extent that they are the result of a Recovery Event or enter into otherwise and the net proceeds therefrom are used to repair or replace damaged property or to purchase or otherwise acquire new assets or property provided that such purchase or acquisition is committed to within 90 days of receipt of the net proceeds and such purchase or acquisition is consummated within 180 days of such receipt; (iii) the dissolution of any partnershipsNon-Material Subsidiary which is not a Designated Non-Material Subsidiary or the sale, joint ventures transfer, lease or sale-leaseback transactionsother disposition of property or assets to the Borrower or any Guarantor; and (iv) any other sale of any property or asset provided such property or asset does not have a value in excess of $250,000. Provided no Default or Event of Default then exists, the Administrative Agent shall, without obtaining the consent of any Lender, release its lien on any collateral sold or purchase otherwise transferred in accordance with this Section upon the consummation of such sale or transfer and upon the performance by the Borrower of all of its Obligations hereunder on account of such sale or transfer. (b) purchase, lease or otherwise acquire (in one a single transaction or a series of related transactions) all or any substantial part of the property or assets of any Person (other than purchases or agree to do any other acquisitions of the foregoing at any future timeinventory, except that the following shall be permitted: (a) each Borrower and/or its respective Subsidiaries may lease as lessee real or personal leases, materials, property and equipment in the ordinary course of business and business, except as otherwise in compliance with this Agreement; limited or prohibited herein), or enter into any merger or consolidation, except for (bi) each Borrower and/or its respective Subsidiaries may make expenditures of the type described in the definition of Capital Expenditures to the extent permitted by Section 8.05; (c) advances, investments and loans may be made to the extent or acquisitions permitted pursuant to Section 8.06; 6.6, (iii) the acquisition of the Acquired Assets, (iii) acquisitions of types of businesses permitted to be engaged in by the Borrower and its Subsidiaries pursuant to Section 6.4 (the "Permitted Acquisitions") so long as with respect to the acquisition of each such business, (A) no Default or Event of Default then exists at the time of, or immediately would exist after giving effect tothereto, such acquisition; (iiB) such acquired assets, or the assets Borrower demonstrates to the reasonable satisfaction of the Person so acquiredAdministrative Agent that the Borrower will be in pro forma compliance with all of the terms and provisions of this Agreement after giving effect thereto, consist solely of one or more outdoor advertising companies; and (iiiC) the aggregate consideration paid by Holdings and its respective Subsidiaries in respect for all Permitted Acquisitions (including any assumption of any such acquisition debt) shall consist solely of cash on hand of Holdings or its Subsidiariesnot exceed $2,000,000, the proceeds of Loans, and/or equity interests in Holdings and/or cash proceeds of equity issuances by Holdings; (iv) the merger or consolidation of any Subsidiary into the Borrower or any Subsidiary, or a sale, transfer or lease of all or a substantial part of the properties of any Subsidiary (at fair value) to the extent that such acquisition is of the capital stock of a Person, such acquisition must be of 100% of the issued Borrower or any Subsidiary and outstanding capital stock of such Person; (v) in the event that such acquisition involves merger of any Person into the creation Borrower or acquisition of a any Subsidiary, no issued and outstanding capital stock thereof created or acquired by Holdings provided that the Borrower or any of its Subsidiaries in connection with such acquisition Subsidiary shall be pledged for the benefit of surviving corporation, and in any creditor; (vi) Holdings shall cause each Subsidiary which is formed to effect, or is acquired pursuant to, such acquisition to (w) in the case of any direct Subsidiary of Holdings, enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become a party to this Agreement as a Borrower and become party to the Pledge Agreement and the Security Agreement, no later than concurrently with the consummation of such acquisition, (x) (i) in the case of the first such Subsidiary of a Borrower, enter into a Guaranty in the form of Exhibit I hereto (as modified, amended or supplemented from time to time in accordance with the terms hereof and thereof, the "Subsidiary Guaranty") and enter into an assumption agreement in form and substance satisfactory to the Administrative Agent pursuant to which such Person shall become party to the Pledge Agreement and the Security Agreement no later than concurrently with the consummation of such acquisition and (ii) in the case of all subsequent such Subsidiaries of a Borrower, enter into an Assumption Agreement substantially in the form of Exhibit J (the "Assumption Agreement") pursuant to which such Person shall become party to, in each case no later than concurrently with the consummation Default or Event of such acquisition, the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, (y) deliver to the Administrative Agent such certificates and documents as such Subsidiary Default would have been required to deliver on the Initial Borrowing Date pursuant to Sections 5.01(a)(ii), (d)(i) and (d)(ii) if such Person had been a Subsidiary at such time and (z) take all actions reasonably requested by the Administrative Agent or the Collateral Agent (including, without limitation, the obtaining of UCC-11's, or equivalent reports and the filing of UCC-1's) in connection with the granting of security interests pursuant to the Security Documents); (vii) Holdings shall have caused to be delivered to the Administrative Agent and/or the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent, the Collateral Agent or the Required Banks, satisfactory in form and substance to the Administrative Agent and the Collateral Agent, to assure themselves that this Section 8.02exist after giving effect thereto.