The obligations of Borrower hereunder are independent of the obligations to Lender of any present or future guarantor, endorser or other obligor, or any other party who now or hereafter becomes liable under this Note by contract, by operation of law, or otherwise (Borrower and each such other party are also referred to as an “Obligor”).

Administrative Agent: [[Administrative Agent:Organization]], as the administrative agent under the Credit Agreement

Borrower. Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement and, except as set forth on [Schedule 4.01(a)], is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify would have a Material Adverse Effect on its financial condition or operations. Borrower has the power and authority to execute, deliver, and perform its obligations under the Loan Documents to which it is or may become a party. Borrower's Subsidiaries are listed on [Schedule 4.01(a)].

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

under the Credit Agreement

Officer’s Certificate from the Borrower. The Administrative Agent shall have received from an Authorized Officer of the Borrower a certificate: # certifying as to and attaching # its Constituent Documents, # its resolutions or other action of its general partner approving this Agreement and any other matters related thereto, # the incumbency and specimen signature of each of its Authorized Officers and # a good standing certificate from its state or jurisdiction of organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; # confirming that each of the Coverage Tests, Concentration Limitations and Collateral Quality Tests is in compliance both immediately before and after giving effect to this Agreement; # certifying as to the matters set forth in Section 3(a) hereof; and # certifying to the effect that in the case of each item of Collateral pledged to the Collateral Agent as of the date hereof, # the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens, # the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in the immediately preceding clause (A), (C) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to the Credit Agreement, # the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent and # upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by the Credit Agreement.

S. Real Property Holding Corporation. The Company is not and has never been a

S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

S. Person. Any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

S. Transaction. You are not permitted to make any public advertising or announcements regarding the MSUs or Common Stock in Russia, or promote these shares to other Russian legal entities or individuals, and you are not permitted to sell or otherwise dispose of Common Stock directly to other Russian legal entities or individuals. You are permitted to sell shares of Common Stock only on the New York Stock Exchange and only through a U.S. broker.