Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. SIGNATURES Dated as of April 17, 2013 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer MEMORIAL PRODUCTION FINANCE CORPORATION By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer MEMORIAL PRODUCTION OPERATING LLC By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer COLUMBUS ENERGY, LLC RISE ENERGY OPERATING, LLC WHT ENERGY PARTNERS LLC By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer RISE ENERGY MINERALS, LLC RISE ENERGY BETA, LLC By: Rise Energy Operating, LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer WHT CARTHAGE LLC By: WHT Energy Partners LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 7 5/8% Senior Notes due 2021 No. $ MEMORIAL PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE CORPORATION promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on , 2021. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Dated: , 2013 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: Name: Title: MEMORIAL PRODUCTION FINANCE CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 7 5/8% Senior Notes due 2021 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
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Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. SIGNATURES Dated as of April 17February 1, 2013 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC2017 WILDHORSE RESOURCE DEVELOPMENT CORPORATION, its general partner a Delaware corporation, By: /s/ Xxxx Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxx Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President & and Chief Executive Financial Officer MEMORIAL PRODUCTION FINANCE CORPORATION WILDHORSE RESOURCES II, LLC, By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer MEMORIAL PRODUCTION OPERATING LLC WildHorse Resource Development Corporation, its sole member ESQUISTO RESOURCES II, LLC, By: Memorial Production Partners LPWildHorse Resource Development Corporation, its sole member WHE ACQCO., LLC, By: WildHorse Resource Development Corporation, its sole member By: Memorial Production Partners GP /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer WILDHORSE RESOURCES MANAGEMENT COMPANY, LLC, By: WildHorse Resources II, LLC, its general partner sole member, By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer COLUMBUS ENERGYWildHorse Resource Development Corporation, LLC RISE its sole member OAKFIELD ENERGY OPERATINGLLC, LLC WHT ENERGY PARTNERS LLC By: Memorial Production Operating WildHorse Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member By: Memorial Production Partners LP/s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer PETROMAX E&P XXXXXXXX, LLC, By: Esquisto Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member By: Memorial Production Partners GP /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer XXXXXXXX WATER RESOURCES, LLC, By: Esquisto Resources II, LLC, its general partner sole member, By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer RISE ENERGY MINERALS, LLC RISE ENERGY BETA, LLC By: Rise Energy Operating, LLCWildHorse Resource Development Corporation, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxx Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President & and Chief Executive Officer WHT CARTHAGE LLC By: WHT Energy Partners LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Financial Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 7 5/86.875% Senior Notes due 2021 2025 No. $ MEMORIAL PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE WILDHORSE RESOURCE DEVELOPMENT CORPORATION promise promises to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges Increases or Decreases of Interests in the Global Note] on February 1, 20212025. Interest Payment Dates: May February 1 and November August 1 Record Dates: April January 15 and October July 15 Dated: , 2013 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: Name: Title: MEMORIAL PRODUCTION FINANCE 20[β] WILDHORSE RESOURCE DEVELOPMENT CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 7 5/86.875% Senior Notes due 2021 2025 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
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Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 125 SIGNATURES Dated as of April 17July 10, 2013 2014 MEMORIAL PRODUCTION PARTNERS RESOURCE DEVELOPMENT CORP. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL RESOURCE FINANCE CORP. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer CLASSIC HYDROCARBONS GP CO., L.L.C. CLASSIC HYDROCARBONS HOLDINGS, L.P. By: Classic Hydrocarbons GP Co., L.L.C., its general partner CLASSIC OPERATING CO. LLC By: Classic Hydrocarbons, Inc., its sole member CLASSIC HYDROCARBONS OPERATING, LLC CLASSIC HYDROCARBONS, INC. CRATON ENERGY GP III, LLC CRATON ENERGY HOLDINGS III, LP By: Memorial Production Partners Craton Energy GP III, LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer MEMORIAL PRODUCTION FINANCE CORPORATION MRD OPERATING LLC BETA OPERATING COMPANY, LLC WILDHORSE RESOURCES, LLC By: Memorial Resource Development Corp., its sole member By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer MEMORIAL PRODUCTION OPERATING LLC By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer COLUMBUS ENERGY, LLC RISE ENERGY OPERATING, LLC WHT ENERGY PARTNERS LLC By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer RISE ENERGY MINERALS, LLC RISE ENERGY BETA, LLC By: Rise Energy Operating, LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer WHT CARTHAGE LLC By: WHT Energy Partners LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 7 5/85.875% Senior Notes due 2021 2022 No. $ MEMORIAL PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE CORPORATION promise RESOURCE DEVELOPMENT CORP. promises to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges Increases or Decreases of Interests in the Global Note] on July 1, 20212022. Interest Payment Dates: May January 1 and November July 1 Record Dates: April December 15 and October June 15 Dated: , 2013 2014 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: Name: Title: MEMORIAL PRODUCTION FINANCE CORPORATION RESOURCE DEVELOPMENT CORP. By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 7 5/85.875% Senior Notes due 2021 2022 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
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Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. SIGNATURES Dated as of April July 17, 2013 2014 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer MEMORIAL PRODUCTION FINANCE CORPORATION By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer MEMORIAL PRODUCTION OPERATING LLC By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer COLUMBUS ENERGY, LLC RISE ENERGY OPERATING, LLC WHT ENERGY PARTNERS LLC MEMORIAL ENERGY SERVICES LLC MEMORIAL MIDSTREAM LLC PROSPECT ENERGY, LLC By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer RISE ENERGY MINERALS, LLC RISE ENERGY BETA, LLC By: Rise Energy Operating, LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer WHT CARTHAGE LLC By: WHT Energy Partners LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 7 5/86 7/8% Senior Notes due 2021 2022 No. $ MEMORIAL PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE CORPORATION promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on , 20212022. Interest Payment Dates: May February 1 and November August 1 Record Dates: April January 15 and October July 15 Dated: , 2013 2014 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: Name: Title: MEMORIAL PRODUCTION FINANCE CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 7 5/86 7/8% Senior Notes due 2021 2022 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
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Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 110 SIGNATURES Dated as of April 17January 20, 2013 MEMORIAL PRODUCTION PARTNERS LP 2021 CALIFORNIA RESOURCES CORPORATION, as the Issuer By: Memorial Production Partners GP /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS CALIFORNIA RESOURCES ELK HILLS, LLC CALIFORNIA RESOURCES REAL ESTATE VENTURES, LLC CALIFORNIA RESOURCES ROYALTY HOLDINGS, LLC CRC CONSTRUCTION SERVICES, LLC CRC SERVICES, LLC SOCAL HOLDING, LLC By: CALIFORNIA RESOURCES CORPORATION, as sole member By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CALIFORNIA RESOURCES WILMINGTON, LLC By: CALIFORNIA RESOURCES TIDELANDS, INC., as sole member By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CALIFORNIA HEAVY OIL, INC. By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CALIFORNIA RESOURCES PETROLEUM CORPORATION By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CALIFORNIA RESOURCES PRODUCTION CORPORATION By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CRC MARKETING, INC. By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer SOUTHERN SAN XXXXXXX PRODUCTION, INC. By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CALIFORNIA RESOURCES COLES LEVEE, LLC By: CALIFORNIA RESOURCES ELK HILLS, LLC, its as sole member By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CALIFORNIA RESOURCES TIDELANDS, INC. By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CALIFORNIA RESOURCES COLES LEVEE, L.P. By: CALIFORNIA RESOURCES COLES LEVEE, LLC., as general partner By: /s/ Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Name: Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Title: Executive Vice President & and Chief Executive Financial Officer MEMORIAL PRODUCTION FINANCE CORPORATION By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer MEMORIAL PRODUCTION OPERATING LLC By: Memorial Production Partners LPWILMINGTON TRUST, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer COLUMBUS ENERGY, LLC RISE ENERGY OPERATING, LLC WHT ENERGY PARTNERS LLC By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer RISE ENERGY MINERALS, LLC RISE ENERGY BETA, LLC By: Rise Energy Operating, LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer WHT CARTHAGE LLC By: WHT Energy Partners LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxxx X. Field Name: Xxxxxx Xxxxxxx X. Field Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 7 5/8% Senior Notes due 2021 No. $ MEMORIAL PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE CORPORATION promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on , 2021. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Dated: , 2013 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: Name: Title: MEMORIAL PRODUCTION FINANCE CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 7 5/8% Senior Notes due 2021 FORM OF NOTE [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have [Insert the meanings assigned Regulation S Legend, if applicable pursuant to them the provisions of the Indenture] [Face of Note] CUSIP [ ] ISIN [ ][1] 7.125% Senior Notes due 2026 No. ___ $____________ CALIFORNIA RESOURCES CORPORATION promises to pay, to or registered assigns, the principal sum of _______________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Increases or Decreases of Interests in the Indenture Global Note] on February 1, 2026. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 _______________ [1] 144A CUSIP: 13057Q AH0 / 144A ISIN: US13057QAH02; Reg S CUSIP: U1303A AE6 / REG S ISIN: USU1303AAE65 Dated: January _____, 2021 CALIFORNIA RESOURCES CORPORATION By: ________________________________ Name: Title: Certificate of Authentication: This is one of the Notes referred to below unless otherwise indicated.in the within-mentioned Indenture: Wilmington Trust, National Association, as Trustee By: ______________________________ Authorized Signatory Date: _____________________________ [Reverse of Note]
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