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

Reliance by Holders of Senior Indebtedness on Subordination Provisions. (a) Each Holder by accepting a Security of any series 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 Issuer, 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. (b) Without in any way limiting the generality of paragraph (a) of this Section, the holders of Senior Indebtedness 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 Holders and without impairing or releasing the subordination provided in this Article Four or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Issuer, any Guarantor or any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. (a) Each Holder by accepting a Security of any series 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 IssuerCompany, 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. (b) . Without in any way limiting the generality of paragraph (a) of this Sectionthe 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 Four 10 or the obligations hereunder of the Holders to the holders of the Senior IndebtednessIndebtedness of the Company, do any one or more of the following: (1i) 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; (2ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior IndebtednessIndebtedness of the Company; (3iii) release any Person liable in any manner for the payment or collection of Senior IndebtednessIndebtedness of the Company; and (4iv) exercise or refrain from exercising any rights against the Issuer, any Guarantor or Company and any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. (a) Each Holder by accepting a Security of any series 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 Issuer, 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. (b) Without in any way limiting the generality of paragraph (a) of this Section, the holders of Senior Indebtedness 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 Holders and without impairing or releasing the subordination provided in this Article Four or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Issuer, any Guarantor Issuer or any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. (a) Each Holder by accepting a Security of any series 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 IssuerIndebtedness, 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. (b) . Without in any way limiting the generality of paragraph (a) of this Sectionthe foregoing paragraph, the holders of Senior Indebtedness 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 Four 10 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness, do any one or more of the following: (1i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness, or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness; and (4iv) exercise or refrain from exercising any rights against the Issuer, any Guarantor or Company and any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. (a) Each Holder by accepting a Security of any series 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 IssuerCompany, 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. (b) . Without in any way limiting the generality of paragraph (a) of this Sectionthe 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 Four Thirteen or the obligations hereunder of the Holders to the holders of the Senior IndebtednessIndebtedness of the Company, do any one or more of the following: (1i) 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; (2ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior IndebtednessIndebtedness of the Company; (3iii) release any Person liable in any manner for the payment or collection of Senior IndebtednessIndebtedness of the Company; and (4iv) exercise or refrain from exercising any rights against the Issuer, any Guarantor or Company and any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. (a) Each Holder of Series A Notes by accepting a Security of any series 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 IssuerIssuer 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. (b) . Without in any way limiting the generality of paragraph (a) of this Sectionthe foregoing paragraph, the holders of any Senior Indebtedness of the 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 Four 13 or the obligations hereunder of the Holders of the Series A Notes to the holders of such Senior IndebtednessIndebtedness of the Issuer or such Guarantor, do any one or more of the following: (1i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness, or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (2ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (3iii) release any Person liable in any manner for the payment or collection of such Senior Indebtedness; and (4iv) exercise or refrain from exercising any rights against the Issuer, any Issuer or such Guarantor or 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 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 [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] ISIN [ ]1 No. [$ ] 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: 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. (a) Each Holder by accepting a Security of any series 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 IssuerCompany, 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. (b) . Without in any way limiting the generality of paragraph (a) of this Sectionthe 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 Four 10 or the obligations hereunder of the Holders to the holders of the Senior IndebtednessIndebtedness of the TRDOCS01/76765.8 Company, do any one or more of the following: (1i) 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; (2ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior IndebtednessIndebtedness of the Company; (3iii) release any Person liable in any manner for the payment or collection of Senior IndebtednessIndebtedness of the Company; and (4iv) exercise or refrain from exercising any rights against the Issuer, any Guarantor or Company and any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. (a) Each Holder by accepting a Security of any series 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 Issuer, 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. (b) . Without in any way limiting the generality of paragraph (a) of this Sectionthe foregoing paragraph, the holders of Senior Indebtedness of the 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 Four 10 or the obligations hereunder of the Holders to the holders of the Senior IndebtednessIndebtedness of the Issuer, do any one or more of the following: (1i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the Issuer, or otherwise amend or supplement in any manner Senior Indebtedness of the Issuer, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Issuer is outstanding; (2ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior IndebtednessIndebtedness of the Issuer; (3iii) release any Person liable in any manner for the payment or collection of Senior IndebtednessIndebtedness of the Issuer; and (4iv) exercise or refrain from exercising any rights against the Issuer, any Guarantor or Issuer and any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. (a) Each Holder of Series B Notes by accepting a Security of any series 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 IssuerIssuer 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. (b) . Without in any way limiting the generality of paragraph (a) of this Sectionthe foregoing paragraph, the holders of any Senior Indebtedness of the 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 Four 13 or the obligations hereunder of the Holders of the Series B Notes to the holders of such Senior IndebtednessIndebtedness of the Issuer or such Guarantor, do any one or more of the following: (1i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness, or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (2ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (3iii) release any Person liable in any manner for the payment or collection of such Senior Indebtedness; and (4iv) exercise or refrain from exercising any rights against the Issuer, any Issuer or such Guarantor or 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 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 [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] ISIN [ ]1 No. [$ ] 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: 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. (a) Each Holder of Notes by accepting a Security of any series 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 IssuerIssuer 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. (b) . Without in any way limiting the generality of paragraph (a) of this Sectionthe foregoing paragraph, the holders of any Senior Indebtedness of the 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 Four 13 or the obligations hereunder of the Holders of the Notes to the holders of such Senior IndebtednessIndebtedness of the Issuer or such Guarantor, do any one or more of the following: (1i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness, or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (2ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (3iii) release any Person liable in any manner for the payment or collection of such Senior Indebtedness; and (4iv) exercise or refrain from exercising any rights against the Issuer, any Issuer or such Guarantor or and any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. (a) Each Holder by accepting a Security of any series 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 IssuerIndebtedness, 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. (b) . Without in any way limiting the generality of paragraph (a) of this Sectionthe foregoing, the holders of Senior Indebtedness 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 Holders Payee and without impairing or releasing the subordination provided in this Article Four Section 3 or the obligations hereunder of the Holders Payee to the holders of the Senior Indebtedness, do any one or more of the following: (1a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness, or any instrument evidencing or securing the same or any agreement under which Senior Indebtedness is outstandingoutstanding from time to time; (2b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior IndebtednessIndebtedness in any manner and order; (3c) release any Person party liable in any manner for the payment or collection of Senior Indebtedness; and (4d) exercise or refrain from exercising any rights against Maker and any other party; and (e) apply payments and/or proceeds of collateral in any order to the Issuer, any Guarantor Senior Indebtedness. Notwithstanding the foregoing or any other Personprovision 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. (a) Each Holder by accepting a Security of any series 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 Issuer, 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. (b) Without in any way limiting the generality of paragraph (a) of this SectionSECTION, the holders of Senior Indebtedness 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 Holders and without impairing or releasing the subordination provided in this Article Four or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Issuer, any Guarantor Issuer or any other Person.

Reliance by Holders of Senior Indebtedness on Subordination Provisions. (a) Each Holder by accepting a Security of any series Note 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 IssuerIndebtedness, 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 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. (b) Without in any way limiting the generality of paragraph (a) of this Section. U.S.$ Dated: , 200_ FOR VALUE RECEIVED, the holders undersigned, THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of Senior Indebtedness may__________(the “Lender”) for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Revolving Credit Commitment in figures] or, at any time if less, the aggregate principal amount of the Revolving Credit Advances and Swing Line Advances made by the Lender to the Borrower pursuant to the 3-Year Credit Agreement dated as of May 10, 2004, amended and restated as of September 27, 2005, among the Borrower, the Lender and certain other lenders parties thereto, JPMorgan Chase Bank, N.A., as syndication agent, HSBC Bank USA, Lloyds TSB Bank plc and UBS AG, Stamford Branch, as co-documentation agents, Citigroup Global Markets Inc., as lead arranger and book manager, and Citibank, N.A. as Agent for the Lender and such other lenders (as amended or modified from time to time, without the consent “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance and each Swing Line Advance from the date of such Revolving Credit Advance or notice such Swing Line Advance, as the case may be, until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest in respect of each Advance (i) in Dollars are payable in lawful money of the United States of America to the Trustee or Agent at its account maintained at 300 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in same day funds and (ii) in any Committed Currency are payable in such currency at the Holders, without incurring responsibility applicable Payment Office in same day funds. Each Advance owing to the Holders Lender by the Borrower pursuant to the Credit Agreement, and without impairing or releasing all payments made on account of principal thereof, shall be recorded by the subordination provided in Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Article Four or the obligations hereunder Promissory Note. This Promissory Note is one of the Holders Notes referred to in, and is entitled to the holders benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Senior IndebtednessRevolving Credit Advances and Swing Line Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, do any one or more the indebtedness of the following: Borrower resulting from each such Revolving Credit Advance and Swing Line Advance being evidenced by this Promissory Note, (1ii) change contains provisions for determining the manner, place or terms Dollar Equivalent of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable Advances denominated in any manner for the collection of Senior Indebtedness; Committed Currencies and (4iii) exercise or refrain from exercising any rights against contains provisions for acceleration of the Issuermaturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. This Promissory Note shall be governed by, any Guarantor or any other Person.and construed in accordance with, the laws of the State of New York. THE INTERPUBLIC GROUP OF COMPANIES, INC. By Title: