2. Loan. In accordance with the terms of this Agreement, the Lender shall loan to theBorrower an amount of $2,000,000,000.00 on the date on which the Notes are issued. The amountloaned hereunder shall be used to make a prepayment of intercompany indebtedness owing by theBorrower to Clear Channel Communications, Inc.3. Interest.3.1 The Loan shall bear interest on terms corresponding to those under the Indenture for interestpayable from time to time in respect of the Notes, including default interest, if any.3.2 Interest will be due and payable on the date on which interest is due and payable under theIndenture.4. Payments.4.1 All payments under this Agreement shall be made in U.S. dollars on the due date to the TrusteeAccount or to such other person or bank and bank account as may be notified by the Lender to theBorrower from time to time.4.2 All payments shall be made free and clear of any deduction or withholding whatsoever, except asrequired by law.4.3 Any payment which falls due on a day which is not a Business Day shall instead be made on thepreceding Business Day.5. Term of the Loan.5.1 On the Final Maturity Date, the Borrower shall repay in full the outstanding principal amountof the Loan, plus accrued and unpaid and payable thereon.5.2 If the Lender elects to purchase, redeem, prepay or defease any Notes (including, withoutlimitation, through any optional redemption, open market purchase or tender offer), the Borrowershall prepay the Loan in an amount equal to the aggregate principal amount of Notes purchased,redeemed, prepaid or defeased, plus the Applicable Premium payable thereon or any other premiumpayable thereon, plus accrued and unpaid interest thereon. Lender agrees to notify the Borrower assoon as reasonably practicable after the announcement of any purchase, redemption, prepayment ordefeasance of the Notes and of the date such transaction shall occur, and Borrower’s prepaymentunder this clause 5.2 shall be made by such date.5.3 In the event any principal amount of the Notes is required to be purchased, redeemed, prepaidor defeased (whether at maturity, upon acceleration, at the election of any holder of Notes orotherwise) in accordance with the terms and conditions of the Indenture, the Borrower shall prepaythe Loan in an amount equal to the aggregate principal amount of Notes to be purchased, redeemed,prepaid or defeased, plus any premium payable thereon, plus accrued and unpaid interest thereon.Any prepayment required to be made under this clause 5.3 shall be made by the date on which theLender is required to make the corresponding purchase, redemption, prepayment or defeasance underthe Indenture. The Lender agrees to notify the Borrower of any purchase, redemption, prepayment ordefeasance under the Indenture as soon as
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reasonably practicable after the date upon which it becomes aware of any such requirement topurchase, redeem, prepay or defease.5.4 Upon the occurrence of a Bankruptcy Event, the Borrower shall prepay the Loan in full, togetherwith all amounts (including, without limitation, interest) owing by the Borrower under thisAgreement. If, following a Bankruptcy Event, any cash or other property of the Borrower (or anyreorganized debtor) is distributed to the Lender on account of the Loan (whether interim paymentsin respect of adequate protection, distributions under a plan of reorganization or otherwise), theoutstanding principal amount of the Loan shall be reduced on a dollar-for-dollar basis by theamount of such cash or fair market value of such property.5.5 The Borrower may not prepay or repay any or all of the Loan save as set forth in this clause oras otherwise agreed between the parties.6. Costs and Expenses. In the event that principal or any interest payable under thisAgreement is not paid when due, or in the event that proceedings at law or in equity are institutedin connection with this Agreement, or in the event that it becomes necessary to enforce any of therights or agreements contained in this Agreement, the Borrower shall pay all costs of collection orattempting to collect this Agreement or protecting or enforcing such rights, including reasonableattorneys’ fees and expenses, whether suit is brought or not.7. Entire Agreement. This Agreement sets forth the entire agreement and understanding ofthe parties with respect to the subject matter of this Agreement.8. Amendment. This Agreement may be amended only by a written instrument executed by theLender and the Borrower.9. Severability. Any provision of this Agreement which is prohibited or unenforceable inany jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibitionor unenforceability without invalidating the remaining provisions hereof, and any such prohibitionor unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisionin any other jurisdiction.10. Assignment. This Agreement and all of its provisions shall be binding upon and inureto the benefit of the parties and their respective successors and assigns. This Agreement may notbe assigned without the prior written consent of each of the parties.
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11. Headings. The captions and headings are for convenience of reference only and shallnot affect the interpretation of this Agreement.12. Notices. All notices, requests, demands and other communications required or permittedunder this Agreement shall be in writing and shall be deemed to have been duly given and receivedwhen delivered by hand or courier or three days after the date when posted by air mail, withpostage prepaid, addressed to the attention of the Chief Financial Officer at such party’s businessaddress, or to such other person, address, facsimile number or e-mail address as a party to thisAgreement may furnish to the other in writing, it being understood that electronic transmissionsare deemed received at the time of receipt.13. Counterparts. This agreement may be executed in any number of counterparts, each ofwhich, when executed, shall be an original, and all of which together shall constitute one and thesame agreement.14. Additional Documents and Acts. Each of the parties agrees to execute and deliver suchadditional documents, certificates and instruments, and to perform such additional acts, as may bereasonably requested and as may be necessary or appropriate to carry out the provisions of thisAgreement and to consummate the transactions contemplated by this Agreement.15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAW OF THE STATE OF NEW YORK.16. Submission to Jurisdiction; Waiver of Jury Trial. EACH OF THE LENDER AND THE BORROWERHEREBY (i) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERALCOURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSEOF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALLCLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, ORAT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLEPROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY (iii)IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT NOW ORHEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THEFOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCHCOURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCHACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THEJUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO ATRIAL BY JURY IN ANY ACTION TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THISAGREEMENT.[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first abovewritten.       LENDER:       CLEAR CHANNEL WORLDWIDE HOLDINGS, INC.       By:  /s/ Randall T. Mays       Name: Randall T. Mays  Title: Chief Financial Officer       BORROWER:       CLEAR CHANNEL OUTDOOR, INC.       By:  /s/ Brian Coleman       Name: Brian Coleman  Title: Senior Vice President and Treasurer*Signature Page to Series B Senior Notes Proceeds Loan Agreement*