Common use of Execution, Authentication and Denominations Clause in Contracts

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer of the Company. The signature of this Officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary Guarantor. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 in principal amount and multiples of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary Guarantor. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 in principal amount and multiples of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one an Officer of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Global Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Global Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess or any integral multiple thereof.

Execution, Authentication and Denominations. Subject to -------------------------------------------- Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.152.14, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer on the Notes may be , by facsimile or manual signature signature, in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided PROVIDED that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and, and the aggregate principal amount of Notes then authorized and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to ------------------------------------------- Article Four and applicable lawFour, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company Company. The Trustee shall not be liable for the misconduct or negligence of any Subsidiary Guarantorauthenticating agent appointed with due care. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimitedlimited to $[_______ 114,400,000 plus $22,222 for each day, if any, after January 1, 2004, until the Effective Date]. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Fourauthenticated. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one an Officer of the CompanyCompany and an Officer of TWT. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the CompanyObligors. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Global Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Global Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.152.12, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor Obligors or an Affiliate of the Company or any Subsidiary GuarantorObligors. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the CompanyIssuer. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Issuer Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Issuer Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company Issuer in connection with such authentication of Notes. Such Company Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor Issuer or an Affiliate of the Company Issuer. The Trustee shall not be liable for the misconduct or negligence of any Subsidiary Guarantorauthenticating agent appointed with due care. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes An Officer shall be executed by one Officer of the Company. The signature of this Officer on execute the Notes may be for the Company by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At The Trustee will, upon receipt of a written order of the Company signed by an Officer of the Company (an “Authentication Order”), authenticate and deliver for original issue Notes that may be validly issued under this Indenture, including Exchange Notes that may be issued pursuant to the Registration Rights Agreement and any Additional Notes at any time and from time to time after the execution of thereafter as provided for in this Indenture, the Trustee or an authenticating agent shall upon receipt . The aggregate principal amount of a Company Order authenticate for original issue Notes in outstanding at any time may not exceed the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of Notes authorized for issuance by the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to one or more Authentication Orders, except as provided in Section 2.152.06, shall certify that such issuance is in compliance with Article Four2.09, 2.10 or 2.11 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor Holders or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 U.S.$2,000 in principal amount and multiples any integral multiple of $1,000 U.S.$1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided PROVIDED that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company Company. The Trustee shall not be liable for the misconduct or negligence of any Subsidiary Guarantorauthenticating agent appointed with due care. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one an Officer of the Company. The signature of this the Officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Global Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Global Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess or any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes Securities shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes Securities may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a written order signed by an Officer of the Company Order authenticate for original issue Notes Securities in the aggregate principal amount specified in such Company Orderorder; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of NotesSecurities. Such Company Order order shall specify the amount of Notes Securities to be authenticated and the date on which the original issue of Notes Securities is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Fourauthenticated. The Trustee may appoint an authenticating agent to authenticate NotesSecurities. An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company. In case the Company or any Subsidiary Guarantor. The Notes , pursuant to Articles 4 or 10, shall be issuable only consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 4 or 10, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in registered the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.04 in exchange or substitution for or upon registration of transfer of any Securities such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and only delivered in denominations of $2,000 in principal amount and multiples of $1,000 in excess thereofsuch new name.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one an Officer of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Global Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company and the Guarantors in connection with such authentication of such Notes that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Such Company Order shall specify the amount of Global Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples or any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes; provided that no Opinion of Counsel of the Company will be required in connection with authentication of the Notes initially issued on the Closing Date. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary Guarantor. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 in principal amount and multiples of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer on the Notes may be , by facsimile or manual signature signature, in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and, and the aggregate principal amount of Notes then authorized and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. If the appointment of such authenticating agent is not at the discretion and for the convenience of the Trustee, then such authenticating agent shall be compensated by the Company. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one an Officer of the Company. The signature of this the Officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At On the Closing Date and at any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Global Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Global Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Additional Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article FourSection 4.03. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 in principal amount and multiples or any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes An Officer shall be executed by one Officer of the Company. The signature of this Officer on execute the Notes may be for the Issuer by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At The Trustee will, upon receipt of a written order of the Issuer signed by an Officer of the Issuer (an “Authentication Order”), authenticate and deliver for original issue Notes that may be validly issued under this Indenture, including Exchange Notes that may be issued pursuant to the Registration Rights Agreement and any Additional Notes at any time and from time to time after the execution of thereafter as provided for in this Indenture, the Trustee or an authenticating agent shall upon receipt . The aggregate principal amount of a Company Order authenticate for original issue Notes in outstanding at any time may not exceed the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authorized for issuance by the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.152.06, shall certify that such issuance is in compliance with Article Four2.09, 2.10 or 2.11 hereof. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor Holders or an Affiliate of the Company or any Subsidiary GuarantorIssuer. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 in principal amount and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one an Officer of the Company. The signature of this the Officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Global Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Global Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Additional Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article FourSection 4.03. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess or any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount at maturity of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one an Officer of the Company. The signature of this such Officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Global Notes in the aggregate principal amount at maturity specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. The Opinion of Counsel shall, if requested by the Trustee, be to the effect that: (a) the form and terms of such Notes have been established by or pursuant to a Board Resolution or, if applicable, an indenture supplemental hereto in conformity with the provisions of this Indenture; (b) such supplemental indenture, if any, when executed and delivered by the Company and the Trustee, will constitute a valid and binding obligation of the Company; (c) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles; and (d) that the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of, the State of Delaware. Such Company Order shall specify the amount of Global Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.152.12, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer of the Company. The signature of this an Officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided PROVIDED that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 Euro1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor the Guarantors or an Affiliate of the Company or any Subsidiary Guarantorthe Guarantors. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount at maturity of Notes (including Exchange Notes) which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer on the Notes may be , by facsimile or manual signature signature, in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall shall, upon receipt of a Company Order Order, authenticate for original issue Notes in the aggregate principal amount at maturity specified in such Company Order; provided PROVIDED that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company if it so reasonably requests in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The ------------------------------------------- Notes shall be executed by two Officers or two authorized signatories as identified in an Officer's Certificate satisfactory to the Trustee (pursuant to a power of attorney or other similar instrument) or one Officer and one authorized signatory as identified in an Officer's Certificate satisfactory to the Trustee (pursuant to power of attorney or other similar instrument) of the Company. The signature of this Officer any of such officers (or authorized signatories) on the Notes may shall be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the The Trustee or an authenticating agent shall shall, upon receipt of a Company Order Order, authenticate (i) Initial Notes for original issue Notes in the aggregate principal amount specified not to exceed (Euro)200,000,000, (ii) Initial Notes for original issue after the Issue Date in such Company Orderthe aggregate principal amount not to exceed (Euro)100,000,000 and (iii) Exchange Notes from time to time only in exchange for a like principal amount of Initial Notes in accordance with the Notes Registration Rights Agreement and; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance authenticated. The aggregate principal amount of Notes pursuant to outstanding at any time may not exceed (Euro)300,000,000, except as set forth in Section 2.15, shall certify that such issuance is in compliance with Article Four2.09. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 (Euro)50,000 in principal amount and any integral multiples of $1,000 (Euro)1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited$163,075,500. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer on the Notes may be , by facsimile or manual signature signature, in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and, and the aggregate principal amount of Notes then authorized and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article FourIV. The Trustee may appoint an authenticating agent to authenticate Notes. If the appointment of such authenticating agent is not at the discretion and for the convenience of the Trustee, then such authenticating agent shall be compensated by the Company. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided PROVIDED that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.152.14, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four 8 and applicable law, the aggregate principal amount of Notes Debentures which may be authenticated and delivered under this Indenture is unlimited. The Notes Debentures shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes Debentures may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note Debenture no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteDebenture, the Note Debenture shall nevertheless be valid neverthelessvalid. A Note Debenture shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the NoteDebenture. The signature shall be conclusive evidence that the Note Debenture has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes Debentures in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Officer’s Certificate and an Opinion of Counsel of the Company in connection with such authentication of NotesDebentures. Such Company Order shall specify the amount of Notes Debentures to be authenticated and the date on which the original issue of Notes Debentures is to be authenticated and, in case of an issuance of Notes Debentures pursuant to Section 2.152.11, shall certify that such issuance is in compliance with this Article Four2. The Trustee may appoint an authenticating agent to authenticate NotesDebentures. An authenticating agent may authenticate Notes Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes Debentures shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount at maturity of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated authenticated, and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which that may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15at any time following the Closing Date, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary the Guarantor or an Affiliate of the Company or any Subsidiary the Guarantor. The 2010 Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples any integral multiple thereof. The 2008 Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 1.00 in excess principal amount and any integral multiple thereof.

Execution, Authentication and Denominations. Subject to ------------------------------------------- Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor the Guarantors or an Affiliate of the Company or any Subsidiary Guarantorthe Guarantors. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the CompanyFelCor, as general partner of FelCor LP. The signature of this Officer any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of FelCor or FelCor LP, as the Companycase may be. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Each Note will be dated the date of its authentication. The Notes shall be issued in the initial aggregate principal amount of $525,000,000, provided that FelCor LP may issue additional Notes hereunder without limitation as to principal amount in accordance with Section 2.15 hereof. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company FelCor LP in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authenticated, the principal amount of each Note to be authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, the registered holder of each of the said Notes, the CUSIP, if applicable, delivery instruction for each such Note and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee or FelCor may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee authenticating agent includes authentication by any such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor FelCor LP or an Affiliate of the Company or any Subsidiary GuarantorFelCor LP. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company Company. The Trustee shall not be liable for the misconduct or negligence of any Subsidiary Guarantorauthenticating agent appointed with due care. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary Guarantor. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to ------------------------------------------- Article Four and any requirements of applicable law, the aggregate principal amount of Notes which that may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the principal amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company Company. The Trustee shall not be liable for the misconduct or negligence of any Subsidiary Guarantorauthenticating agent appointed with due care. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes Securities shall be executed by one Officer of the Companytwo Officers. The signature of this Officer these Officers on the Notes Securities may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Securities shall be dated as of the date of their authentication. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order written order signed by an Officer authenticate for original issue Notes Securities in the aggregate principal amount specified in such Company Orderorder; provided provided, that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of NotesSecurities. Such Company Order order shall specify the amount of Notes Securities to be authenticated and the date on which the original issue of Notes Securities is to be authenticated and, in case authenticated. Securities shall be dated the date of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Fourtheir authentication. The Trustee may appoint an authenticating agent to authenticate NotesSecurities. An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company. In case the Company or any Subsidiary Guarantor. The Notes , pursuant to Article 4 or Article 10, shall be issuable only consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 4 or 10, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in registered the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.4 in exchange or substitution for or upon registration of transfer of any Securities such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and only delivered in denominations of $2,000 in principal amount and multiples of $1,000 in excess thereofsuch new name.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount at maturity of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer on the Notes may be , by facsimile or manual signature signature, in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount at maturity specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and, and the aggregate principal amount at maturity of Notes then authorized and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the CompanyFelCor, as general partner of FelCor LP. The signature of this Officer any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of FelCor or FelCor LP, as the Companycase may be. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Notes shall be issued in the initial aggregate principal amount of $175,000,000, provided that FelCor LP may issue additional Notes hereunder without limitation as to principal amount in accordance with Section 2.15 hereof. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company FelCor LP in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor FelCor LP or an Affiliate of the Company or any Subsidiary GuarantorFelCor LP. Table of Contents The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of Escrow Subsidiary prior to the date of the CompanyAssumption and thereafter FelCor, as general partner of FelCor LP. The signature of this Officer any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the CompanyEscrow Subsidiary, FelCor or FelCor LP, as the case may be. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Notes shall be issued in the initial aggregate principal amount of $636,000,000, provided that FelCor LP may issue additional Notes hereunder without limitation as to principal amount in accordance with Section 2.15 hereof. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of Escrow Subsidiary or FelCor LP, as the Company case may be, in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authenticated, the principal amount of each Note to be authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, the registered holder of each of the said Notes, delivery instruction for each such Note and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor FelCor LP or an Affiliate of the Company or any Subsidiary GuarantorFelCor LP. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount at maturity of Notes (including Exchange Notes) which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer on the Notes may be , by facsimile or manual signature signature, in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall shall, upon receipt of a Company Order Order, authenticate for original issue Notes in the aggregate principal amount at maturity specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons in the case of the DTC Global and the Certificated Notes and in bearer form, without coupons, in the case of the DBC Global and, in each case, only in denominations of $2,000 DM 1,000 in principal amount at maturity and multiples any integral multiple of $DM 1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the CompanyFelCor, as general partner of FelCor LP. The signature of this Officer any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of FelCor or FelCor LP, as the Companycase may be. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Each Note will be dated the date of its authentication. The Notes shall be issued in the initial aggregate principal amount of $475,000,000, provided that FelCor LP may issue additional Notes hereunder without limitation as to principal amount in accordance with Section 2.15 hereof. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company FelCor LP in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authenticated, the principal amount of each Note to be authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, the registered holder of each of the said Notes, the CUSIP, if applicable, delivery instruction for each such Note and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee or FelCor may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee authenticating agent includes authentication by any such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor FelCor LP or an Affiliate of the Company or any Subsidiary GuarantorFelCor LP. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to ------------------------------------------- Article Four and applicable law, the aggregate principal amount at maturity of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of each of the CompanyObligors. The signature of this Officer any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the CompanyObligors. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company an Obligor Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Obligor Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company Obligors in connection with such authentication of Notes. Such Company Obligor Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor Obligors or an Affiliate of the Company or any Subsidiary GuarantorObligors. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of each series of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes (with the Guarantees endorsed thereon) shall be executed on behalf of the Company by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes and the Guarantors and the Guarantees may be by facsimile or manual signature in the name and on behalf of the Companysignature. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue each series of Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of such series of Notes. Such Company Order shall specify the amount of such Notes to be authenticated and the date on which the original issue of such Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Fourauthenticated. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes An Officer shall be executed by one Officer of the Company. The signature of this Officer on execute the Notes may be for the Company by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At The Trustee will, upon receipt of a written order of the Company signed by an Officer of the Company (an “Authentication Order”), authenticate and deliver for original issue Notes that may be validly issued under this Indenture, including Exchange Notes that may be issued pursuant to the Registration Rights Agreement and any Additional Notes at any time and from time to time after the execution of thereafter as provided for in this Indenture, the Trustee or an authenticating agent shall upon receipt . The aggregate principal amount of a Company Order authenticate for original issue Notes in outstanding at any time may not exceed the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of Notes authorized for issuance by the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to one or more Authentication Orders, except as provided in Section 2.152.07, shall certify that such issuance is in compliance with Article Four2.10, 2.11 or 2.12 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor Holders or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes (including any Exchange Notes) shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 U.S.$2,000 in principal amount and multiples any integral multiple of $1,000 U.S.$1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one an Officer of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Global Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company and the Guarantors in connection with such authentication of such Notes that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Such Company Order shall specify the amount of Global Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess or any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one an Officer of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Global Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company and the Guarantors in connection with such authentication of such Notes that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Such Company Order shall specify the amount of Global Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 in principal amount and multiples or any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company Company. The Trustee shall not be liable for the misconduct or negligence of any Subsidiary Guarantorauthenticating agent appointed with due care. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes Debentures which may be authenticated and delivered under this Indenture is unlimited. The Notes Debentures shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes Debentures may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note Debenture no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteDebenture, the Note Debenture shall be valid nevertheless. A Note Debenture shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the NoteDebenture. The signature shall be conclusive evidence that the Note Debenture has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes Debentures in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of NotesDebentures. Such Company Order shall specify the amount of Notes Debentures to be authenticated and the date on which the original issue of Notes Debentures is to be authenticated and, in case of an issuance of Notes Debentures pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate NotesDebentures. An authenticating agent may authenticate Notes Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary Guarantor. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 in principal amount and multiples of $1,000 in excess thereof.such

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided PROVIDED that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company Company. The Trustee shall not be liable for the misconduct or negligence of any Subsidiary Guarantorauthenticating agent appointed with due care. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes Debentures which may be authenticated and delivered under this Indenture is unlimited. The Notes Debentures shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes Debentures may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note Debenture no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteDebenture, the Note Debenture shall be valid nevertheless. A Note Debenture shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the NoteDebenture. The signature shall be conclusive evidence that the Note Debenture has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes Debentures in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of NotesDebentures. Such Company Order shall specify the amount of Notes Debentures to be authenticated and the date on which the original issue of Notes Debentures is to be authenticated and, in case of an issuance of Notes Debentures pursuant to Section 2.152.12, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate NotesDebentures. An authenticating agent may authenticate Notes Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes Debentures shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.152.13, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.152.14, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the CompanyFelCor, as general partner of FelCor LP. The signature of this Officer any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of FelCor or FelCor LP, as the Companycase may be. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company FelCor LP in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor FelCor LP or an Affiliate of the Company or any Subsidiary GuarantorFelCor LP. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawThree, the aggregate principal amount at maturity of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article FourThree. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary Guarantor. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 in principal amount and multiples of $1,000 in excess thereofCompany.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes Securities shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes Securities may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a written order signed by an Officer of the Company Order authenticate for original issue Notes Securities in the aggregate principal amount specified in such Company Orderorder; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of NotesSecurities. Such Company Order order shall specify the amount of Notes Securities to be authenticated and the date on which the original issue of Notes Securities is to be authenticated and, in case authenticated. Securities shall be dated the date of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Fourtheir authentication. The Trustee may appoint an authenticating agent to authenticate NotesSecurities. An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company. In case the Company or any Subsidiary Guarantor. The Notes , pursuant to Articles 4 or 10, shall be issuable only consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 4 or 10, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in registered the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.04 in exchange or substitution for or upon registration of transfer of any Securities such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and only delivered in denominations of $2,000 in principal amount and multiples of $1,000 in excess thereofsuch new name.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate the Notes. An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited$110,244,750. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer on the Notes may be , by facsimile or manual signature signature, in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and, and the aggregate principal amount of Notes then authorized and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article FourIV. The Trustee may appoint an authenticating agent to authenticate Notes. If the appointment of such authenticating agent is not at the discretion and for the convenience of the Trustee, then such authenticating agent shall be compensated by the Company. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one an Officer of the Company. The signature of this such Officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall shall, upon receipt of a Company Order Order, authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 _1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to --------------------------------------------------- Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four 4 and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall shall, upon receipt of a Company Order Order, authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided PROVIDED that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four4. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a written order signed by an Officer of the Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Orderorder; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Fourauthenticated. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and any integral multiple thereof, except that U.S. Physical Notes shall be in denominations of $100,000 and any integral multiples of $1,000 in excess thereof. In case the Company or any Guarantor, pursuant to Articles IV or X, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV or X, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.4 in exchange or substitution for or upon registration of transfer of any Notes such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which that may be authenticated and delivered under this Indenture is unlimited; provided, that, the 4.65% Notes initially issued on the Closing Date shall be limited in aggregate principal amount to U.S. $1,000,000,000 and the 5.20% Notes initially issued on the Closing Date shall be limited in aggregate principal amount to U.S. $700,000,000, except for 4.65% Notes and 5.20% Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, such initially issued 4.65% Notes or 5.20% Notes pursuant to Section 2.6, 2.7, 2.8 2.9, 2.10 or 12.5. The Notes shall be executed on behalf of the Company by one an Authorized Officer of the Company. The signature of this Officer Guarantees notated on the Notes shall be executed on behalf of the Guarantor by an Authorized Officer of the Guarantor. The signature of these Authorized Officers on the Notes and the Guarantee notated thereon may be by facsimile or manual signature in the name and on behalf of the Companysignature. If the an Authorized Officer whose signature is on a Note or the Guarantee notated thereon no longer holds that office at the time the Trustee or authenticating agent Authenticating Agent authenticates the Note, the Note and the Guarantee shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent Authenticating Agent shall upon receipt of a Company Order authenticate for original issue the Notes in the aggregate principal amount specified in such Company Order; provided that that, the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of any Additional Notes or Exchange Notes. Such Each Company Order delivered pursuant to this paragraph shall specify the amount of such Notes to be authenticated and the date on which the original issue of such Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Fourauthenticated. The Trustee may appoint an authenticating agent Authenticating Agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal accordance with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorSection 6.12. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 in principal amount and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. 28 22 The signature of this Officer any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.152.13, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one any Officer of the Company. The signature of this such Officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article FourIV. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor the Guarantors or an Affiliate of the Company or any Subsidiary Guarantorthe Guarantors. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall shall, upon receipt of a Company Order Order, authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable lawFour, the aggregate principal amount at maturity of Notes (including Exchange Notes) which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer on the Notes may be , by facsimile or manual signature signature, in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall shall, upon receipt of a Company Order Order, authenticate for original issue Notes in the aggregate principal amount at maturity specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to ------------------------------------------- Article Four and any requirements of applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount at maturity specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company Company. The Trustee shall not be liable for the misconduct or negligence of any Subsidiary Guarantorauthenticating agent appointed with due care. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of Escrow Subsidiary prior to the date of the CompanyAssumption and thereafter FelCor, as general partner of FelCor LP. The signature of this Officer any of these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of Escrow Subsidiary, FelCor or FelCor LP, as the Companycase may be. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Each Note will be dated the date of its authentication. The Notes shall be issued in the initial aggregate principal amount of $525,000,000, provided that FelCor LP may issue additional Notes hereunder without limitation as to principal amount in accordance with Section 2.15 hereof. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of Escrow Subsidiary or FelCor LP, as the Company case may be, in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and authenticated, the principal amount of each Note to be authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, the registered holder of each of the said Notes, the CUSIP, if applicable, delivery instruction for each such Note and in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee or FelCor may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee authenticating agent includes authentication by any such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor FelCor LP or an Affiliate of the Company or any Subsidiary GuarantorFelCor LP. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples any integral multiple of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law------------------------------------------- Section 4.03, the aggregate principal amount at maturity of Notes Securities which may be authenticated and delivered under this Indenture is unlimited. The Notes Securities shall be executed by one Officer or more Officers of the Company. The signature of this Officer these Officers on the Notes Securities may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note Security no longer holds that office at the time the Trustee or authenticating agent authenticates the NoteSecurity, the Note Security shall be valid nevertheless. A Note Security shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a written order of the Company Order authenticate for original issue Notes Securities in the aggregate principal amount at maturity specified in such Company Orderorder; provided that the Trustee -------- shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of NotesSecurities. Such written order of the Company Order shall specify the amount of Notes Securities to be authenticated and the date on which the original issue of Notes Securities is to be authenticated and, in case of an issuance of Notes Securities pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate NotesSecurities. Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company. An authenticating agent may authenticate Notes Securities whenever the Trustee may do soso unless limited by the terms of such appointment. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes Securities shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to ------------------------------------------- Article Four and applicable law, the aggregate principal amount at maturity of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Global Notes in the aggregate principal amount at maturity specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Global Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.152.12, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount at maturity and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of authenticate (i) Restricted Notes and (ii) Unrestricted Notes, including Exchange Notes, from time to time only (x) in exchange for a Company Order authenticate for original issue Notes in the aggregate like principal amount specified in such Company Order; provided that the Trustee of Restricted Notes. Notes shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel issued only in accordance with a written order of the Company in connection with the form of an Officers’ Certificate. Each such authentication of Notes. Such Company Order written order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is are to be authenticated andauthenticated, in case whether the Notes are to be Restricted Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (ii) of an the first sentence of this paragraph, the first such written order from the Company shall be reasonably satisfactory to the Trustee stating that the issuance of Notes pursuant the Unrestricted Notes, including Exchange Notes, does not give rise to Section 2.15an Event of Default, shall certify that such issuance is in compliance complies with Article Fourthis Indenture and has been duly authorized by the Company. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary Guarantor. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 in principal amount and multiples of $1,000 in excess thereof.

Execution, Authentication and Denominations. Subject to Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer of the Company. The signature of this an Officer on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided PROVIDED that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to Article Four 4 and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.152.14, shall certify that such issuance is in compliance with Article Four4. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary GuarantorCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.

Execution, Authentication and Denominations. Subject to ------------------------------------------- Article Four and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Notes shall be executed by one Officer two Officers of the Company. The signature of this Officer these Officers on the Notes may be by facsimile or manual signature in the name and on behalf of the Company. If the an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a Company Order authenticate for original issue Notes in the aggregate principal amount specified in such Company Order; provided that the Trustee shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in case of an issuance of Notes pursuant to Section 2.15, shall certify that such issuance is in compliance with Article Four. The Trustee may appoint an authenticating agent to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or any the Subsidiary Guarantor Guarantors or an Affiliate of the Company or any the Subsidiary GuarantorGuarantors. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 1,000 in principal amount and multiples of $1,000 in excess any integral multiple thereof.