Common use of Reliance by Holders of Senior Indebtedness on Subordination Provisions Clause in Contracts

Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of the Company, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the Company, or otherwise amend or supplement in any manner Senior Indebtedness of the Company, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Company is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Company; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Company; and (iv) exercise or refrain from exercising any rights against the Company and any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the CompanyIndebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of the CompanyIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the CompanyIndebtedness, or otherwise amend or supplement in any manner Senior Indebtedness of the CompanyIndebtedness, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Company is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the CompanyIndebtedness; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the CompanyIndebtedness; and (iv) exercise or refrain from exercising any rights against the Company and any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 10 Thirteen or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of the Company, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the Company, or otherwise amend or supplement in any manner Senior Indebtedness of the Company, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Company is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Company; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Company; and (iv) exercise or refrain from exercising any rights against the Company and any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder of Series B Notes by accepting a Security Series B Note acknowledges and agrees that the foregoing subordination provisions in this Article 13 are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the CompanyIssuer or a Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the SecuritiesSeries B Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness Indebtedness, and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. Without in any way limiting the generality of the foregoing paragraph, the holders of any Senior Indebtedness of the Company Issuer or a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the HoldersHolders of the Series B Notes, without incurring responsibility to the Trustee or the Holders of the Series B Notes and without impairing or releasing the subordination provided in this Article 10 13 or the obligations hereunder of the Holders of the Series B Notes to the holders of the such Senior Indebtedness of the CompanyIssuer or such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness of the CompanyIndebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness of the CompanyIndebtedness, or any instrument evidencing the same or any agreement under which such Senior Indebtedness of the Company is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness of the CompanyIndebtedness; (iii) release any Person liable in any manner for the payment or collection of such Senior Indebtedness of the CompanyIndebtedness; and (iv) exercise or refrain from exercising any rights against the Company Issuer or such Guarantor and any other Person. ISSUER: Clear Channel Worldwide Holdings, Inc. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President, Treasurer and Assistant Secretary GUARANTORS: Clear Channel Outdoor Holdings, Inc. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President and Treasurer 1567 MEDIA LLC CLEAR CHANNEL ADSHEL, INC. CLEAR CHANNEL OUTDOOR, INC. CLEAR CHANNEL OUTDOOR HOLDINGS COMPANY CANADA CLEAR CHANNEL SPECTACOLOR, LLC IN - TER - SPACE SERVICES, INC. OUTDOOR MANAGEMENT SERVICES, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President, Treasurer and Assistant Secretary [Series B – Indenture] U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar and Transfer Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President [Series B – Indenture] EXHIBIT A [Face of Series B Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. THE ISSUE DATE IS [•]. INFORMATION REGARDING THE ISSUE PRICE, THE YIELD TO MATURITY AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT UNDER THIS NOTE CAN BE PROMPTLY OBTAINED BY SENDING A WRITTEN REQUEST TO THE TREASURER OF THE ISSUER AT 000 XXXX XXXXX XXXX, XXX XXXXXXX, XX 00000.] CUSIP [ ] ISIN [ ]1 [[RULE 144A][REGULATION S] GLOBAL NOTE representing up to $1,925,000,000 7.625% Series B Senior Subordinated Notes due 2020 No. [$ ] CLEAR CHANNEL WORLDWIDE HOLDINGS, INC. as the Issuer promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on March 15, 2020. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 1 Rule 144A Note CUSIP: 18451Q AF5 Rule 144A Note ISIN: US18451QAF54 Regulation S Note CUSIP: U18294 AD7 Regulation S Note ISIN: USU18294AD70 Exchange Note CUSIP: Exchange Note ISIN: IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: [•] CLEAR CHANNEL WORLDWIDE HOLDINGS, INC. as Issuer By: Name: Title: This is one of the Series B Notes referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory [Back of Series B Note] 7.625% Series B Senior Subordinated Notes due 2020 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder of Notes by accepting a Security Note acknowledges and agrees that the foregoing subordination provisions in this Article 13 are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the CompanyIssuer or a Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the SecuritiesNotes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness Indebtedness, and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. Without in any way limiting the generality of the foregoing paragraph, the holders of any Senior Indebtedness of the Company Issuer or a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the HoldersHolders of the Notes, without incurring responsibility to the Trustee or the Holders of the Notes and without impairing or releasing the subordination provided in this Article 10 13 or the obligations hereunder of the Holders of the Notes to the holders of the such Senior Indebtedness of the CompanyIssuer or such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness of the CompanyIndebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness of the CompanyIndebtedness, or any instrument evidencing the same or any agreement under which such Senior Indebtedness of the Company is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness of the CompanyIndebtedness; (iii) release any Person liable in any manner for the payment or collection of such Senior Indebtedness of the CompanyIndebtedness; and (iv) exercise or refrain from exercising any rights against the Company Issuer or such Guarantor and any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the CompanyIssuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company Issuer may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of the CompanyIssuer, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the CompanyIssuer, or otherwise amend or supplement in any manner Senior Indebtedness of the CompanyIssuer, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Company Issuer is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the CompanyIssuer; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the CompanyIssuer; and (iv) exercise or refrain from exercising any rights against the Company Issuer and any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder by accepting a Security Payee acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the CompanyIndebtedness, whether such holder’s Senior Indebtedness was created or acquired before or after the issuance of the Securitiesthis note, to acquire and continue to hold, or to continue to hold, such holder’s Senior Indebtedness Indebtedness, and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. Without in any way limiting the generality of the foregoing paragraphforegoing, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the HoldersPayee, without incurring responsibility to the Trustee or the Holders Payee and without impairing or releasing the subordination provided in this Article 10 Section 3 or the obligations hereunder of the Holders Payee to the holders of the Senior Indebtedness of the CompanyIndebtedness, do any one or more of the following: (ia) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the CompanyIndebtedness, or otherwise amend or supplement in any manner Senior Indebtedness of the CompanyIndebtedness, or any instrument evidencing or securing the same or any agreement under which Senior Indebtedness of the Company is outstandingoutstanding from time to time; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Companyin any manner and order; (iiic) release any Person party liable in any manner for the payment or collection of Senior Indebtedness of the CompanyIndebtedness; and (ivd) exercise or refrain from exercising any rights against the Company Maker and any other Personparty; and (e) apply payments and/or proceeds of collateral in any order to the Senior Indebtedness. Notwithstanding the foregoing or any other provision of this note to the contrary, Maker and Payee may amend, supplement and otherwise modify this note, and enter into consents and waivers with respect to this note, without the need to obtain the consent of, or provide notice to, any holder of Senior Indebtedness.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of the TRDOCS01/76765.8 Company, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the Company, or otherwise amend or supplement in any manner Senior Indebtedness of the Company, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Company is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Company; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Company; and (iv) exercise or refrain from exercising any rights against the Company and any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder of Series A Notes by accepting a Security Series A Note acknowledges and agrees that the foregoing subordination provisions in this Article 13 are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the CompanyIssuer or a Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the SecuritiesSeries A Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness Indebtedness, and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. Without in any way limiting the generality of the foregoing paragraph, the holders of any Senior Indebtedness of the Company Issuer or a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the HoldersHolders of the Series A Notes, without incurring responsibility to the Trustee or the Holders of the Series A Notes and without impairing or releasing the subordination provided in this Article 10 13 or the obligations hereunder of the Holders of the Series A Notes to the holders of the such Senior Indebtedness of the CompanyIssuer or such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness of the CompanyIndebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness of the CompanyIndebtedness, or any instrument evidencing the same or any agreement under which such Senior Indebtedness of the Company is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness of the CompanyIndebtedness; (iii) release any Person liable in any manner for the payment or collection of such Senior Indebtedness of the CompanyIndebtedness; and (iv) exercise or refrain from exercising any rights against the Company Issuer or such Guarantor and any other Person. ISSUER: Clear Channel Worldwide Holdings, Inc. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President, Treasurer and Assistant Secretary GUARANTORS: Clear Channel Outdoor Holdings, Inc. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President and Treasurer 1567 MEDIA LLC CLEAR CHANNEL ADSHEL, INC. CLEAR CHANNEL OUTDOOR, INC. CLEAR CHANNEL OUTDOOR HOLDINGS COMPANY CANADA CLEAR CHANNEL SPECTACOLOR, LLC IN - TER - SPACE SERVICES, INC. OUTDOOR MANAGEMENT SERVICES, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President, Treasurer and Assistant Secretary [Series A – Indenture] U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar and Transfer Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President [Series A – Indenture] EXHIBIT A [Face of Series A Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. THE ISSUE DATE IS [•]. INFORMATION REGARDING THE ISSUE PRICE, THE YIELD TO MATURITY AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT UNDER THIS NOTE CAN BE PROMPTLY OBTAINED BY SENDING A WRITTEN REQUEST TO THE TREASURER OF THE ISSUER AT 000 XXXX XXXXX XXXX, XXX XXXXXXX, XX 00000.] CUSIP [ ] ISIN [ ]1 [[RULE 144A][REGULATION S] GLOBAL NOTE representing up to $275,000,000 7.625% Series A Senior Subordinated Notes due 2020 No. [$ ] CLEAR CHANNEL WORLDWIDE HOLDINGS, INC. as the Issuer promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on March 15, 2020. Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 1 Rule 144A Note CUSIP: 18451Q AE8 Rule 144A Note ISIN: US18451QAE89 Regulation S Note CUSIP: U18294 AC9 Regulation S Note ISIN: USU18294AC97 Exchange Note CUSIP: Exchange Note ISIN: IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: [•] CLEAR CHANNEL WORLDWIDE HOLDINGS, INC. as Issuer By: Name: Title: This is one of the Series A Notes referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory [Back of Series A Note] 7.625% Series A Senior Subordinated Notes due 2020 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.